STAR WARS Episode I AN ENCROACHING EVIL
by Paddy'sPub1138
Summary: I love the story of the Star Wars PT, but feel their execution left a lot to be desired. I acted as though the film THE PHANTOM MENACE released in 1999 was just another draft of which I had to work off of. I treated the characters, locations, and set pieces as a foundation to build a more lively story out of.


A long time ago in a galaxy far,

far away….

 **STAR WARS**

 **Episode I**

 **AN ENCROACHING EVIL**

 **Turmoil is at the fringes of the Galactic Republic. The Axis, a wicked horde of systems, has placed a blockade of deadly battleships around the planet of Naboo.**

 **The great congress of the Republic has endured through endless debate concerning the alarming chain of events that led to this aggressive act.**

 **Hoping to resolve the matter quickly, Supreme Chancellor Valorum has dispatched two Jedi Knights, the guardians of peace and justice in the galaxy, to settle the conflict….**

The giant green world of Naboo is surrounded by ominous looking spacecraft. A red Republic cruiser heads for these dangerous ships.

INTERIOR: REPUBLIC CRUISER-COCKPIT

The two pilots sit adjusting their controls. Two hooded Jedi stand behind them. The pilot reaches up and flips a switch above her. Naboo and the blockade grow closer. The elder of the two Jedi, Qui-Gon Jinn, looks over at his younger partner in worry. The younger Jedi, Obi-Wan Kenobi looks on at the blockade.

EXTERIOR: SPACE

The Republic cruiser maneuvers past the various ships of the blockade as it begins to enter the large hangar bay of one of the battleships.

INTERIOR: NEIMOIDIAN BATTLESHIP-MAIN HANGAR

The Republic cruiser settles to a rest inside the cavernous main hangar bay of the Neimoidian starship.

INTERIOR: NEIMOIDIAN BATTLESHIP-CORRIDOR

The door that exits from the hangar slides open. The Republic ship can be seen parked in the background as the Jedi are greeted by a protocol droid waiting for them on the opposite side.

THREEPIO

I am See-Threepio, human relations, at your service. The Axis welcomes you aboard the Outer Star. This way please.

The droid leads the two hooded Jedi down the corridor. The door to the hangar shuts behind them.

INTERIOR: NEIMOIDIAN BATTLESHIP-CONFERENCE ROOM

Threepio leads the Jedi into the room and then stands by the door.

THREEPIO

We are greatly honored by your visit ambassadors. I hope your honored sirs will be most comfortable here. Please make yourselves at home; my masters will be with you shortly.

Threepio leaves. After the doors shut Qui-Gon and Obi-Wan lower their hoods and look to each other.

QUI-GON

That robot talks too much.

OBI-WAN

I have a bad feeling about this.

Qui-Gon reaches into his robes and pulls out a flask.

QUI-GON

Because of the robot?

Qui-Gon takes a sip from his flask as he walks over to the conference table. Obi-Wan gives him a dry look.

QUI-GON

You volunteered for this mission. Volunteered both of us.

Qui-Gon sits at the table looking at Obi-Wan.

QUI-GON

How do you think the Axis will deal with the Chancellor's demands?

OBI-WAN

They're not demands, they're suggestions. The Axis wants us worried about what they're capable of, but they have to realize that they've gotten in over their heads with this blockade; we've just been sent here to make sure they realize it.

QUI-GON

So we have a quick chat over a few cups of tea and then everyone makes nice?

OBI-WAN

We might not make nice, but trust me; these negotiations will be short.

INTERIOR: NEIMOIDIAN BATTLESHIP-BRIDGE

Kar Maul, Dark Lord of the Sith, is standing at the end of the bridge looking out into space at the other Neimoidian ships that make up the blockade.

LOTT DODD

What? What did you say?

THREEPIO

The ambassadors are Jedi Knights I believe.

Maul turns away from the window. His dark boots begin to move toward the others. See-Threepio is making his way up a small set of steps as Nute Gunray motions for the droid to stop before he reaches them. The droid stays put a few steps down s Nute looks to the others.

NUTE GUNRAY

The Chancellor of the Republic thinks he can send his mystics here to force a resolution. We'll have to occupy their time.

Gunray looks to general Rune Haako.

RUNE HAAKO

You're brain-dead if you think I'm going in there with two Jedi.

(motions to Threepio)

Send the droid.

See-Threepio is slightly startled. Nute Gunray motions for him to go away. Threepio turns and heads back down the steps. The horned Sith Lord reaches the three Neimoidians.

KAR MAUL

All of you calm down. We knew the Jedi would be involved sooner or later.

NUTE GUNRAY

What are we to do with them here now?

KAR MAUL

The Naboo Royal Family has no knowledge of the Jedi's arrival. We'll simply accelerate our plans. Block all communications down on the planet. Begin landing the troops.

RUNE HAAKO

And the Jedi?

INTERIOR: NEIMOIDIAN BATTLESHIP-CONFERENCE ROOM

Threepio has laid out cups for each of the two men and is holding a serving tray. He is attempting to pour Qui-Gon more liquid but the Jedi has his hand over the top of the cup.

THREEPIO

Sir, I can easily give you another refill.

QUI-GON

No. I'm fine. Really.

Threepio looks to Obi-Wan. Obi-Wan quickly takes hold of his cup.

OBI-WAN

I don't want any more tea.

Obi-Wan looks to Qui-Gon.

OBI-WAN

Is it in their nature to make us wait this long?

INTERIOR: REPUBLIC CRUISER-COCKPIT

The pilot and co-pilot are doing routine checks of their equipment as a mounted gun turret lowers from the ceiling. The pilot notices the weapon and goes wide-eyed as the turret swivels toward the Republic ship.

PILOT

Captain!

The pilot looks up at the gun turret. She then starts grabbing at various controls

CAPTAIN

Shields up.

The turret fires at the cruiser causing the cockpit to explode in sparks.

INTERIOR: NEIMOIDIAN BATTLESHIP-MAIN HANGAR

The Republic starship explodes across the floor of the hangar bay.

INTERIOR: NEIMOIDIAN BATTLESHIP-CONFERENCE ROOM

Both of the Jedi leap to a standing position and lift up the handles of their weapons. Threepio jumps back, startled, spilling the drink trays.

THREEPIO

I am sorry.

A faint hissing sound can start to be heard.

THREEPIO

What is that hissing?

The Jedi look down to the air vent near the floor and then to each other. Both Jedi take in a deep breath as the room begins to fill with gas.

INTERIOR: NEIMOIDIAN BATTLESHIP-CORRIDOR

Outside the conference room a squad of battle droids begin to group up. One of the droids trigger the door to open. A deadly green cloud billows from the room. The droids all cock their weapons as a figure comes stepping out of the fog. Threepio exits carrying the drink tray.

THREEPIO

Oh, excuse me.

The protocol droid carries on down the hallway as the battle droids look to one another.

INTERIOR: NEIMOIDIAN BATTLESHIP-BRIDGE

Kar Maul and the Neimoidian Generals are watching the droids begin to near the room from a camera mounted above the door facing into the hall. The front two droids take a step back.

The droids begin firing into the conference room as their blasts seem to ricochet back at them. The Neimoidians share a worried look as a few of the droids get shot and fall to the floor. Then the camera goes to static. Nute Gunray looks at Kar Maul.

NUTE GUNRAY

What is going on down there?

INTERIOR: NEIMOIDIAN BATTLESHIP-CORRIDOR

The camera falls to the floor in a heap of smoke as the two Jedi come out of the deadly fog with their lightsabers drawn. They deflect blaster bolts while they hack through the group of droids. Qui-Gon deflects one shot into the ceiling which causes a light fixture to explode and swing down from the ceiling. Obi-Wan hacks apart two more droids then uses the force to topple three more.

INTERIOR: NEIMOIDIAN BATTLESHIP-BRIDGE

Nute Gunray looks at Darth Maul.

NUTE GUNRAY

Have you ever encountered a Jedi Knight before?

Kar Maul gives him a blank stare. Nute turns to the technicians.

NUTE GUNRAY

Seal off the bridge.

TECHNICIAN

Yes, sir.

NUTE GUNRAY

I want droidekas up here at once.

The doors to the bridge close up as battle droids can be seen forming up outside.

INTERIOR: NEIMOIDIAN BATTLESHIP-CORRIDOR

The two Jedi hack battle droids apart as they make their way to the bridge doorway. Obi-Wan continues fighting the battle droids as Qui-Gon begins attempting to cut through the door with his lightsaber.

INTERIOR: NEIMOIDIAN BATTLESHIP-BRIDGE

Qui-Gon has almost made his way through. Lott Dodd turns to the technicians.

LOTT DODD

Close the blast doors.

Two more thick layered doors close onto the lightsaber.

INTERIOR: NEIMOIDIAN BATTLESHIP-CORRIDOR

Qui-Gon hears the door mechanisms closing. He stops what he is doing to reconsider his tactics.

INTERIOR: NEIMOIDIAN BATTLESHIP-BRIDGE

The Neimoidians are watching the doorway intensely.

RUNE HAAKO

That will hold them.

Kar Maul doesn't appear so sure.

INTERIOR: NEIMOIDIAN BATTLESHIP-CORRIDOR

A battle droid comes running at the Jedi firing his blaster as others take cover in the hallway. Obi-Wan redirects one of his blasts back at the nearing droid and it falls over in a heap. The Jedi continues to redirect the blasts coming from the other droids.

OBI-WAN

Are we in yet?

QUI-GON

I'm having to readjust our strategy.

Behind him Qui-Gon thrusts his lightsaber into the center of the bridge door.

INTERIOR: NEIMOIDIAN BATTLESHIP-BRIDGE

Smoke rises from the doorway as the center begins to heat up.

LOTT DODD

They are still coming through.

RUNE HAAKO

This is impossible.

INTERIOR: NEIMOIDIAN BATTLESHIP-CORRIDOR

Qui-Gon is slowly making progress.

INTERIOR: NEIMOIDIAN BATTLESHIP-BRIDGE

The center of the door is glowing bright red as pieces of it come loose and fall to the floor. A group of battle droids stand near the door ready to fight. Nute Gunray looks at his technicians.

NUTE GUNRAY

Where are those droidekas?

INTERIOR: NEIMOIDIAN BATTLESHIP-CORRIDOR

Two destroyer droids come rolling down the corridor toward the Jedi. Obi-Wan turns to Qui-Gon.

OBI-WAN

(slightly worried)

Uh, Qui-Gon.

Qui-Gon looks toward the droids. He then removes his lightsaber from the bridge door and gets into a ready stance. Obi-Wan backs up beside him. The surrounding droids cease firing as the two destroyer droids stop short of the Jedi, open up into attack configuration, raise their shields and begin to open heavy fire. The Jedi quickly start defending themselves. The blaster shots that the Jedi send back at the droids just get absorbed into the shields surrounding them.

OBI-WAN

(aggravated)

This is a stalemate.

The Jedi turn and sprint down the corridor to their left. The destroyer droids lower their shields and begin to walk after them continuing to fire as the other battle droids follow suit.

INTERIOR: NEIMOIDIAN BATTLESHIP-BRIDGE

Kar Maul stands nearer the door as the sounds of battle drift further and further away.

KAR MAUL

The Jedi are no match for droidekas.

TECHNICIAN

Sirs, they've entered the ventilation system.

INTERIOR: NEIMOIDIAN BATTLE SHIP-HANGAR BAY

The two Jedi leap down from a large vent to land behind cargo containers that have been pushed to the sides of the hangar. The Jedi begin to look out at rows upon rows of battle droids.

OBI-WAN

They're going into storage mode. This is an invasion army.

The Jedi watch as the droids are prepared for storage and transport.

QUI-GON

Looks as though they've been planning this from the start.

OBI-WAN

Okay, so maybe they aren't in over their heads. We have to get down to the surface; find a way to contact Chancellor Valorum.

QUI-GON

We'll have to sneak onto one of these transports. That should be fun.

OBI-WAN

Yeah. Well at least I was right about one thing. The negotiations were short.

The Jedi give each other exhausted smiles and then move onward through the hangar. The planet Naboo sits peacefully outside the hangar opening of the Neimoidian warship.

EXTERIOR: SPACE

Hundreds of landers head away from the battleships toward the planet. They are all escorted by dozens of vulture droids.

EXTERIOR: NABOO-THEED-DAY

The city of Theed stretches from a cliff face off into the grasslands. The royal palace sits on the edge of the drop off with the city stretched in all directions. In the midst of the city sits a citadel with many heavy weapons and turbo lasers.

The Axis landers begin to lower from the sky toward various parts of Theed. The massive turbo lasers from the citadel begin firing powerful laser blasts at the Axis invasion ships. Vulture droids dive at the massive weaponry as they fire off missiles. Explosions rip across the surface of the citadel. A few landers touch down softly in open courtyards within the city. The fronts open up and hover tanks and battle droids are deployed. Naboo military vehicles come onto the scene and begin firing on the enemy troops.

Vulture droids bomb the citadel again as the powerful turbolaser blasts make contact with a lander. The lander gets hit heavily and falls to the surface of the city. Another lander, in the distance, begins to fire heavily onto the citadel. The main weapon on the top of the spire explodes. Vulture droids do another pass and the entire top section is destroyed.

In the streets the Axis battle droids are pushing back the Naboo military.

INTERIOR: LANDER-CARGO BAY

The sounds of war can be heard outside in the distance. The two Jedi sneak around amongst the cargo boxes as battle droids patrol the inside of the ship.

OBI-WAN

We need to get off of this ship before it ends up getting blasted out of the sky.

Qui-Gon gives an agreeable look. Obi-Wan helps Qui-Gon make his way down a ladder followed by Obi-Wan. They get down to the hangar floor beside lined up MTT's. As the two of them head for the front of the ship it tilts slightly to one side. Obi-Wan leans up against one of the troop transports until the turbulence is over.

The ship then tilts to the other side causing Obi-Wan to grab the wall of the lander and knock over a bunch of handheld tools. They all begin to clang around on the floor. Qui-Gon looks back with a disagreeable look as Obi-Wan begins to look worried. A battle droid comes around the corner of the MTT and raises his blaster at the Jedi.

BATTLE DROID

Hands up.

Obi-Wan quickly ignites his lightsaber. The droid opens fire and gets hit in the face with a deflected bolt. Both of the Jedi begin running for the front of the lander as battle droids on an above guardrail begin firing down at them. Obi-Wan puts his saber above his head as Qui-Gon ducks between two of the MTT's. He motions at a hatch in the floor and uses the force to open it. It becomes severely windy inside the lander. Several droids come from around the other transports firing as the two Jedi jump down through the hole in the floor.

EXTERIOR: NABOO-DAY

The lander continues on above the forests as the two Jedi fall for the tree cover.

EXTERIOR: NABOO-FOREST-DAY

The two Jedi Knights fall into a lake with a thunderous splash. Qui-Gon resurfaces and makes his way toward the shore. As the elderly Jedi gets to his feet he turns around looking for Obi-Wan. A tense moment passes as Obi-Wan's lightsaber blade suddenly explodes from underneath the water. The young Jedi surfaces fighting off an alligator like creature. The creature keeps trying to bite the young man as he attempts to cut at it with his laser sword. Qui-Gon rushes back to Obi-Wan as him and the creature submerge back into the murky water. Qui-Gon reaches where they were and begins searching through the water for any trace of his friend.

QUI-GON

(yelling)

Obi-Wan. Obi-Wan.

The water then turns to red as blood spills out around Qui-Gon. Qui-Gon gets an extremely worried look on his face as he looks around himself in desperation. Obi-Wan then comes to the surface behind him taking in a deep breath.

OBI-WAN

(loud and angry)

First droids and then that thing.

Qui-Gon heads for Obi-Wan as the young man catches his breath. Qui-Gon rests his hand on Obi-Wan's shoulder.

QUI-GON

Are you all right?

OBI-WAN

Get me out of the water.

The elderly man gets a smile on his face. Both of them make their way up onto the shore. Obi-Wan slumps down against the trunk of a tree.

OBI-WAN

This really is not our day for warm welcomes.

Qui-Gon grins at Obi-Wan's comment as he takes a sip from his flask.

QUI-GON

The palace city is due east from here.

Qui-Gon points in the direction that they need to travel. Obi-Wan looks toward the city for a moment.

OBI-WAN

A lot of fighting going on up there.

QUI-GON

Why did you have to volunteer us for this mission?

OBI-WAN

I thought it'd make you look good.

Qui-Gon Jinn gives Obi-Wan a knowing look.

QUI-GON

You thought it'd make yourself look good.

Obi-Wan looks at Qui-Gon apologetically.

QUI-GON

We should get a move on.

OBI-WAN

Help me up?

Obi-Wan sticks his arm up so Qui-Gon can help him to his feet. Suddenly the sound of STAPs can be heard nearing from the distance. One of the STAPs comes at them firing as Qui-Gon ignites his lightsaber. The elderly Jedi redirects a blaster at the STAP causing it to explode and fall to the forest floor.

A second STAP comes at the two Jedi. Obi-Wan uses the force to throw a large rock at the droid rider. This knocks the craft off course and it goes crashing into a tree and explodes. Qui-Gon deactivates his saber. The sounds of mechanized vehicles can be heard echoing in the distance.

OBI-WAN

It sounds like there are a thousand terrible things headed this way.

Both of the Jedi go running through the forest as the palace city looms ahead in the distance.

EXTERIOR: NABOO-THEED-STREETS-DAY

Battle droids begin rounding up the civilians as the massive Axis hover tanks head through the streets of the city. Explosions and fighting can be heard through the city streets.

EXTERIOR: NABOO-ROYAL PALACE-DAY

Landers begin to come down on the two outstretched landing pads. A sinister Sith Infiltrator comes flying down toward the palace. It dips down below the massive wings of one of the landing craft as it spins around to face away from the building. The Infiltrator lands, its rear door opens up. Kar Maul and the Neimoidians make their exit.

EXTERIOR: NABOO-PALACE SQUARE-DAY

Tanks form up in the palace square. Several of the tanks aim their main cannons toward the building.

INTERIOR: PALACE-THRONE ROOM-DAY

Various governors and advisors are being led out of the throne room by battle droids as Kar Maul enters the room. The King and Queen are standing in the middle of the room as their daughter Nelith is being held off to the side by more battle droids. As the last of the governors, including Sio Bibble, are rounded up in the hallway the battle droids close the doors to the throne room.

KING AMIDALA

Finally something with a mind of its own.

Maul stares blankly at the royalty. An ill at ease silence permeates the room as Maul gives the King and Queen a soft smile.

KAR MAUL

Your Majesties. I come to you with a simple proposition.

QUEEN AMIDALA

You have a particular way of offering it.

KAR MAUL

I'm afraid war doesn't permit time for subtlety.

KING AMIDALA

Say it then.

KAR MAUL

Our blockade was employed as a tactic to slowly weaken your resolve, but now that certain events have taken place this invasion has become somewhat of a necessity. However, our goal as a super power has remained unchanged and we come to you with but one request.

KING AMIDALA

And that is?

KAR MAUL

That your minute planet cease all ties with the Galactic Republic and allow an Axis occupation.

KING AMIDALA

That is a ludicrous request. The Axis is made up of war mongrels. I would never become a part of your union.

KAR MAUL

My asking was just a formality Your Highness. You can clearly see out your windows that I do not need your consent. As a matter of fact, without your consent I'll merely take your derisory planet by force.

Kar Maul goes from an almost serine expression to an overpowering look of rage as he quickly moves at the King. Kar Maul lifts him up by the throat and holds him in the air. King Amidala begins grasping for air as he grabs at Kar Maul's hand. The Queen begins hitting the Sith Lord. Maul reaches out and pushes her to the floor. He then looks back at the King as the Naboo Royal man lets out his last dying gasp.

KAR MAUL

And you've become the first casualty.

Maul looks at the princess as he crushes the Kings throat. He drops the elder man to the floor as the Queen begins crying out. Maul motions back at the Queen.

KAR MAUL

Finish her.

The battle droids near on the Queen as they all open fire on the poor woman. The Princess looks away. Kar Maul walks over to her and holds her face so that she has to look at him. The Princess pulls away from the Sith.

KAR MAUL

Quaint. Put her in the palace cells.

The battle droids begin to lead the princess away.

KAR MAUL

No, wait. Put the little darling with her own people. Who knows, it might do her some good to spend some time with the peasants.

The battle droids lead her away from Kar Maul and her deceased parents. Maul motions for a battle droid to come over to him after the princess is out of ear shot.

KAR MAUL

Have that protocol droid keep an eye on her.

The battle droid heads away from Maul as the Sith Lord walks over to the window to look out at the city that he is quickly gaining control over.

KAR MAUL

I've just laid the first boot print in Republic soil.

INTERIOR: PALACE-FOYER-DAY

Sunlight from outside pours in through the vast entryway as the Princess is lead to a group comprised of her handmaidens, Captain Panaka, a few other security members and governor Sio Bibble. The droids begin to march the group out into the open as See-Threepio is seen walking with them. The distant sounds of war can still be heard.

EXTERIOR: NABOO-PALACE SQUARE-DAY

The security group is marched down the palace steps and out into the square. Various other groups of Naboo citizens are being led around by battle droids.

EXTERIOR: NABOO-STREETS-DAY

Obi-Wan and Qui-Gon are making their way down a shaded alley. They reach another street. Obi-Wan glances around the corner and sees that the coast is clear. Qui-Gon goes running across as Obi-Wan gets a look of pain. Qui-Gon dips under a cloth overhang as he looks over to the younger Jedi. War is heard in the distance. Obi-Wan returns his gaze.

OBI-WAN

The King and Queen are dead, aren't they?

QUI-GON

I'm afraid they are.

A battle droid goes walking on a raised walkway above and to the side of the Jedi. Both of the Jedi dip back into shadow.

OBI-WAN

(quietly)

They're taking the daughter away from the palace.

Obi-Wan looks to see that the droid is making his way elsewhere. Obi-Wan motions to take the street. The Jedi head off for the princess.

EXTERIOR: NABOO-STREETS-DAY

The security group heads down a deserted street under walkways. Obi-Wan and Qui-Gon appear above them in the upper balcony looking down at the security group. Both Jedi make their way quickly to an overhead walkway ahead of the battle droids. The two Jedi glance at each other as they pull out their lightsabers.

Obi-Wan and Qui-Gon jump down from the balcony surprising the battle droids. Both Jedi ignite their lightsabers and begin hacking through the droids. Both of the Jedi defend themselves against the last of the droids. The final one backs away from the two Jedi as it fires on Qui-Gon. The laser blast ricochets off of Qui-Gon's saber, then Obi-Wans and back at the droid; destroying it. The Naboo people are looking at the Jedi in wonderment. Qui-Gon looks to the Princess.

QUI-GON

We should leave the streets, Your Highness.

Qui-Gon motions into an alleyway. Sio Bibble guides the queen that way. Panaka looks to the rest of the security forces.

PANAKA

Grab their weapons.

The security guards begin picking up the destroyed battle droid weapons. Everyone ducks into the alley including See-Threepio.

EXTERIOR: NABOO-SIDE ALLEY-DAY

The group gathers in a deserted alley. Obi-Wan stays in the rear peeking around the corner to see if reinforcements are coming.

SIO BIBBLE

Who are you?

QUI-GON

I'm Jedi Master Qui-Gon Jinn; that is my colleague Obi-Wan Kenobi. We were sent as ambassadors on behalf of the Supreme Chancellor to discuss the blockade.

SIO BIBBLE

Your talks seem to have failed.

Obi-Wan turns to look at the governor.

OBI-WAN

That's because they never took place. It's crucial we make contact with the Chancellor

PANAKA

They've knocked out all our communications.

OBI-WAN

Is there a transport nearby?

PANAKA

The Royal starship is in the main hangar.

OBI-WAN

Please lead the way, Captain.

Panaka begins to guide the group down the alleyway toward the hangar. Qui-Gon hangs back as Obi-Wan gives a last look for more droids.

QUI-GON

Now what?

An explosion is heard in the distance followed by yelling and blaster fire. Both of the Jedi become even more on guard.

OBI-WAN

Fight through whatever opposition we face. Get to this starship, blast through the blockade and get back to Coruscant as quickly as possible.

QUI-GON

You make it sound so easy.

OBI-WAN

Force willing.

INTERIOR: ROYAL HANGAR-FOYER-DAY

Through the open doors battle droids can be seen rounding up the pilots and setting them down in a cluster. Panaka looks at the madness.

PANAKA

There's so many of them.

OBI-WAN

They won't be the problem.

Obi-Wan looks to Sio Bibble who is standing across from him.

OBI-WAN

Am I correct to assume that the Princess is the last living member of the Royal Family?

SIO BIBBLE

Yes.

The young Jedi looks to the Princess at his side.

OBI-WAN

I don't think any defenses that your people have readied are going to fight off these invaders. I'm sorry, but if you stay here your fate is likely to be the same as your parents.

Sio Bibble pays close notice to what the Jedi is saying.

OBI-WAN

Under the circumstances, I suggest you come with us to Coruscant.

SIO BIBBLE

He is right, my lady. With the city occupied it is no longer safe for you here. Besides, the decisions that need to be made should not rest on the shoulders of a child. I will stay behind.

Nelith remains silent. Obi-Wan looks to the other guards.

OBI-WAN

The rest of you?

Panaka looks at the other security guards then to Obi-Wan.

PANAKA

We go where Her Highness goes.

OBI-WAN

Very well then.

Qui-Gon steps into the hangar followed by the guards and the Princess and her handmaidens. Obi-Wan takes hold of Sio Bibble's hand for a moment.

OBI-WAN

Good luck, sir. May the Force be with you.

Obi-Wan heads in after the group as Sio Bibble heads back from where he came.

INTERIOR: ROYAL HANGAR

The group passes under the wing of the all chrome royal starship. There are Axis battle droids formed up near the base of the boarding ramp. Obi-Wan gets up beside Panaka and motions to the group of pilots crouched down on the floor with battle droids around them.

OBI-WAN

Are they pilots?

PANAKA

Some of them.

OBI-WAN

No sense in leaving them here.

Obi-Wan heads away toward the pilots as Qui-Gon reaches the lead battle droid.

BATTLE DROID

Halt.

QUI-GON

I'm ambassador to the Supreme Chancellor of the Galactic Republic. I'm taking these people to Coruscant.

BATTLE DROID

You're not taking them anywhere.

The battle droid points to Qui-Gon.

BATTLE DROID

You're under arrest.

Qui-Gon ignites his lightsaber and begins hacking down the battle droids. Across the hangar Obi-Wan leaps down from the wing of one of the docked starfighters and engages the battle droids guarding the pilots. Both of the Jedi fend off the droids while everyone rushes aboard the royal starship.

PANAKA

Come on. Move.

Qui-Gon continues deflecting blaster bolts thrown at him while Obi-Wan dispatches the last of the guard droids. The young man looks down at the Naboo pilots.

OBI-WAN

Go.

The pilots all hop to their feet and head for the boarding ramp alongside Obi-Wan. They begin up the ramp as Obi-Wan and Qui-Gon destroy the last of the battle droids. They do a quick glance around the hangar then follow the others on board the starship.

INTERIOR: NABOO ROYAL STARSHIP-COCKPIT

Ric Olie sits at the controls as the ship begins to warm up. Panaka stands behind him doing last minute checks.

EXTERIOR: NABOO-ROYAL HANGAR-DAY

The royal starship blasts out of the hangar and flies up into the midday sky.

INTERIOR: ROYAL STARSHIP-LOWER HOLD

All of the Naboo people are gathered in the lower hold. Qui-Gon Jinn is at the lift as Obi-Wan Kenobi faces everyone.

OBI-WAN

Everyone stay put down here. Strap yourselves in.

The Jedi get into the lift and the doors close. Everyone takes a seat as a handmaiden leans over Nelith and helps get her buckled up.

HANDMAIDEN

Here, Your Worship.

See-Threepio is seated across from Nelith as he keeps an eye on her. The young Princess makes sure her fasteners are on tight. She then looks to the astro-droids in the rear of the hold. They all look over at their new visitors.

EXTERIOR: SPACE

The chrome royal starship speeds away from Naboo.

INTERIOR: ROYAL STARSHIP-COCKPIT

The Jedi step out of the lift. Panaka looks over at them as Ric Olie glances back.

RIC OLIE

We're within their firing range.

Outside the window blaster shots can be seen heading toward the small ship from the massive Neimoidian battleships. Blaster bolts begin to flash outside against the ships shields.

EXTERIOR: SPACE

Blaster bolts flash all around the chrome ship.

INTERIOR: ROYAL STARSHIP-COCKPIT

Alarms begin to go off.

PANAKA

Shields are waning.

Qui-Gon gives Obi-Wan a worried look.

OBI-WAN

We'll make it.

EXTERIOR: SPACE

The ship continues to get hit. One blast finds its mark and blows a panel off the right rear of the ship. A quick flash of flame showers out across the surface of the ship.

INTERIOR: ROYAL STARSHIP-COCKPIT

An even louder alarm begins to go off.

RIC OLIE

Hyperdrive's been hit.

Qui-Gon flashes another worried look at Obi-Wan. Obi-Wan looks at him.

OBI-WAN

We'll make it.

INTERIOR: ROYAL STARSHIP-DROID HOLD

The Naboo people are seated on the floor as the alarms begin to go off. The astromech droids begin to be released from their stations along the walls and head for the exterior air lock. Nelith looks over at them as the last astro-droid, Artoo-Detoo, climbs into the air lock behind all the rest and springs upward with an excited whistle.

EXTERIOR: ROYAL STARSHIP-HULL

Artoo-Detoo comes up onto the top of the Royal Starship then rolls down the ship toward the damaged panel. The others droids are also around the damaged spot as they are picked off by blaster bolts from the blockade.

INTERIOR: ROYAL STARSHIP-COCKPIT

The small viewscreen is showing the droids working outside the ship as another astromech is picked off by incoming fire.

QUI-GON

We're losing droids fast.

The ship rocks from another explosion.

PANAKA

It's not going to do us much good to run this blockade if we can't make the jump into hyperspace.

EXTERIOR: ROYAL STARSHIP-HULL

The second to last astromech droid gets blown apart from Axis blaster fire leaving only Artoo-Detoo.

INTERIOR: ROYAL STARSHIP-COCKPIT

RIC OLIE

Shields are at practically nothing.

EXTERIOR: ROYAL STARSHIP-HULL

Artoo-Detoo quickly moves around some conduit cables and begins affixing them to one another.

INTERIOR: ROYAL STARSHIP-COCKPIT

Most of the alarms inside the Royal ship begin to die down. Ric Olie looks around in bemusement.

RIC OLIE

The shields are back.

EXTERIOR: ROYAL STARSHIP-HULL

Artoo finishes up as he looks out at the firing Neimoidian battleship.

INTERIOR: ROYAL STARSHIP-COCKPIT

RIC OLIE

That little droid bypassed the alternate power drive.

EXTERIOR: SPACE

The royal starship streaks past the surface of the battleship dodging fire.

INTERIOR: ROYAL STARSHIP-COCKPIT

PANAKA

What about the hyperdrive?

EXTERIOR: ROYAL STARSHIP

Artoo turns around and heads back for the air lock.

INTERIOR: ROYAL STARSHIP-COCKPIT

RIC OLIE

We're about to find out.

Ric Olie pulls back on the hyperdrive lever. The galaxy brightens and the stars become streaks.

EXTERIOR: SPACE

Right as Artoo heads back down into the ship it flashes away into hyperspace.

INTERIOR: ROYAL STARSHIP-COCKPIT

Obi-Wan, Qui-Gon, and Panaka all release some deep breaths. Ric Olie looks over some of the ship readouts and then faces everyone.

RIC OLIE

I hate to be the bearer of bad news, but there isn't enough power to get us to Coruscant. The hyperdrive is damaged. I don't know how much longer we have before we're thrust back into real space.

Obi-Wan works his way over to the computer

OBI-WAN

Well, then we'll have to land somewhere to repair the ship.

PANAKA

What's near our position?

Obi-Wan messes with the computer readout. He finally lets out a sigh.

OBI-WAN

Tatooine.

Obi-Wan turns from the monitor as everyone looks his way.

OBI-WAN

It's beyond the Rim but the Axis has no presence there. It's small, out of the way, and poor.

Qui-Gon heads next to Obi-Wan to look at the readout.

QUI-GON

It will do.

PANAKA

You can't take her royal highness there.

The two Jedi look back at the Captain.

OBI-WAN

Why not?

PANAKA

Because Tatooine is a poor and lawless system, and if the local populace discovered a royal vessel…

Panaka is cut off by Obi-Wan.

OBI-WAN

It'd be no different than if we landed on a planet controlled by the Axis except your peasants aren't looking for her and that gives us an advantage.

EXTERIOR: NABOO-PALACE-DAY

The sun is shining down onto the occupied palace.

INTERIOR: PALACE-THRONE ROOM

General Nute Gunray watches as Kar Maul yells out in rage. He topples over one chair. He then picks up a second and tosses it into a third. He picks up a final chair, lifts it over his head, and slams it down onto a battle droid. He stands there in contemplation breathing in and out deeply.

KAR MAUL

Tell me. How did that ship make it past our blockade?

NUTE GUNRAY

Luck. Blind luck.

KAR MAUL

No, it wasn't luck. The Jedi are with her. The Republic Capital cannot know what has transpired here. Not yet. Can we get a trace on her ship?

RUNE HAAKO

It made its way into hyperspace.

KAR MAUL

How bad was the damage to the ship.

RUNE HAAKO

They barely made it.

NUTE GUNRAY

You think they're going to have to stop for repairs?

KAR MAUL

Perhaps… And they wouldn't dare try to contact Coruscant in a broken ship.

Kar Maul thinks for a moment.

KAR MAUL

Search for a droid signal.

Maul motions at the battle droid he just broke.

KAR MAUL

One of theirs.

Nute Gunray gives the Dark Lord an unsure look.

KAR MAUL

Humor me, general. If you do this for me I will find our lost ship.

EXTERIOR: SPACE

The royal starship flies through hyperspace

INTERIOR: ROYAL STARSHIP-LOWER HOLD

Artoo-Detoo is plugged back into the ship. Nelith comes over to the astromech droid with a cloth rag and begins wiping him off.

NELITH

That was a brave thing you did.

Artoo beeps at the young girl. A readout above him shows characters of what he is saying.

NELITH

Don't be modest. That wasn't "just in your programming." You saved the ship as well as our lives.

Artoo beeps out a response that is shown on the readout.

NELITH

My people owe you a debt of gratitude. Cleaning you up is the least I can do.

The royal starship suddenly jolts and the engines are heard whining down.

NELITH

Whoa.

Nelith and Artoo look around themselves. The princess then looks over the droid for a second.

NELITH

Here…

Nelith lifts the shoulder braces off of the droid so that is free to move around. He lets out an ecstatic series of beeps and whistles. Nelith smiles at the little droid.

INTERIOR: ROYAL STARSHIP-MAIN HOLD

Everyone is making themselves somewhat comfortable as Obi-Wan walks over to Qui-Gon. The aged Jedi Master is seated across from Threepio and is staring intently as the protocol droid. Threepio looks away trying not to match his gaze.

OBI-WAN

The hyperdrive's done for. We're back in real space, but we're nearing on Tatooine.

Qui-Gon gives no reply as he continues to look at the protocol droid.

OBI-WAN

Qui-Gon?

Qui-Gon suddenly stands and makes his way over to the protocol droid.

QUI-GON

What's your operating number?

The droid expresses shock at Qui-Gon's question.

OBI-WAN

Qui-Gon?

QUI-GON

This is the droid from the Neimoidian ship. The one that wouldn't shut up. The one that wouldn't stop offering us drinks.

Everyone else begins to look over at the two Jedi and the droid.

OBI-WAN

Well blind me.

Qui-Gon turns to the other passengers.

QUI-GON

Where is the Princess? Is she safe?

SECURITY OFFICER

She's on the lower deck.

Qui-Gon turns back to Threepio.

QUI-GON

What are you doing here um… uh…?

Qui-Gon tries to remember the droids name. The security officer signals for another officer to follow him as he heads for the turbolift.

THREEPIO

See-Threepio, sir. I was ordered to keep tabs on the Princess while she was in detainment.

OBI-WAN

(almost laughing)

Bet you didn't think you'd end up out here.

THREEPIO

No, sir.

Obi-Wan looks at Qui-Gon.

OBI-WAN

He's nothing but a damn spy.

QUI-GON

He's an honest spy at least.

THREEPIO

Sir's, I'm sorry. Please don't deactivate me.

Qui-Gon lifts up a handheld tool from his utility belt. He pushes a plunger on the hilt and a thick electrified needle pokes out the opposite end.

THREEPIO

No. Please.

Threepio looks away as Qui-Gon reaches down to the droids chest with the tool. A scraping and popping sound is heard. Threepio looks down and sees that Qui-Gon has used the tool to remove his restraining bolt. Threepio runs his robotic finger along the hole in his chest where his restraining bolt used to be.

THREEPIO

Thank the maker.

INTERIOR: ROYAL STARSHIP-DROID HOLD

The security guards step out of the turbolift. One of them has his communicator raised to his mouth. Both of them see the Princess knelt down near Artoo-Detoo.

SECURITY OFFICER

Yes, Captain she's down here.

Both of the guards make their way to Nelith.

SECURITY OFFICER

I apologize, Your Highness, but I'm going to have to request that you come with us.

The guards stand to either side of the young woman as she climbs to her feet.

SECURITY OFFICER

The Jedi have just located a spy droid aboard the ship. Captain Panaka wants you moved into your private quarters and kept under watch.

Nelith remains quiet but motions that it is okay if they lead her away. The two men guide her into the lift. Artoo watches as they get inside and the door closes.

EXERIOR: SPACE

Twin suns are far off in the expanse of space as the Naboo royal starship speeds toward Tatooine.

INTERIOR: ROYAL STARSHIP-COCKPIT

The planet Tatooine can be seen outside the windows. Ric Olie speaks the Jedi Knights behind him.

RIC OLIE

There are several settlements. One appears to be a spaceport.

OBI-WAN

Land near the outskirts, captain. We don't want to attract attention.

EXTERIOR: TATOOINE-DAY

The royal starship descends to the desert floor. The spaceport of Mos Espa can be seen in the distance.

INTERIOR: ROYAL STARSHIP-LOWER HOLD

Ob-Wan passes through the lower hold as Panaka and other crewman look over the burnt out hyperdrive core. Panaka and Obi-Wan connect eyes. Panaka gives a look saying that the hyperdrive is no more. Obi-Wan nods in understanding and then throws on a poncho as he heads out of the ship.

EXTERIOR: TATOOINE-DAY

Qui-Gon is waiting away from the ship as Obi-Wan walks up to him.

OBI-WAN

The hyperdrive core is completely gone; we're going to need a new one.

QUI-GON

That will complicate things. This spaceport is not going to be pleasant.

EXTERIOR: MOS ESPA-STREET-SELLERS MARKET-DAY

Various venders of different species are holding out items in the two Jedi's faces as they attempt to maneuver down the street. These sellers are stretched quite a ways into the city.

QUI-GON

Urban sprawl with a noticeable lack of police forces. The city populace doesn't care. This planet is probably indigenous tribes for the most part, but I guarantee you these spaceports are havens for those who don't wish to be found.

OBI-WAN

Kind of like us.

Qui-Gon looks back at Obi-Wan as the young man smiles. Obi-wan then motions toward a side street.

OBI-WAN

Let's try a smaller dealer first.

The two Jedi head away from the bustle of the main street and toward a little junk shop that has a huge pile of broken spaceship parts stacked behind it.

INTERIOR: WATTO'S JUNK SHOP

The two Jedi enter the dingy junk shop. The door dings as they pass through. The two men look around for a moment. Watto, a Toydarian, lifts up from behind the counter to greet them.

WATTO

(subtitled)

Good day to you. How can I be of service?

Obi-Wan looks at him as if he has never seen a member of his species before.

QUI-GON

We need parts for a J-type 327 cruiser.

WATTO

Ah, yes, Naboo. We have lots of that.

OBI-WAN

Really?

Watto gives Obi-Wan a weird look. Obi-Wan gives him one right back. Watto turns toward the back.

WATTO

(subtitled)

Get in here and watch the front.

QUI-GON

I have a readout of what I need.

WATTO

(subtitled)

Excellent.

Watto turns back to Qui-Gon

WATTO

We'll make quick work of this and have you on your way.

Watto snaps his head toward the back entrance again.

WATTO

(subtitled)

Hey!

Anakin Skywalker, a handsome young man wearing simple attire, comes into the shop from the junk yard.

WATTO

(subtitled)

What took you so long?

ANAKIN

(subtitled)

I was cleaning the fan switches like you asked me to.

WATTO

(subtitled)

Yeah, yeah. Watch the store. I have some selling to do.

The Toydarian looks back at Qui-Gon

WATTO

So… let me take thee out back, huh? Ni you'll find what you need.

Air traffic can be heard outside as Watto leads Qui-Gon out the back door. Obi-Wan is taking in the shop as he looks to Anakin.

ANAKIN

You and your friend look smart enough to already know this, but he's gonna try his best to cheat you.

OBI-WAN

Is that so?

ANAKIN

Oh, yeah. I'm sure you'll get the part you want, but you're in no way going to pay a fair price for it.

OBI-WAN

Honestly, my associate and I are in a bit of a rush, so as long as it works…

ANAKIN

It'll work. I see to that. What are you in here for?

OBI-WAN

Hyperdrive core module.

ANAKIN

J-type?

Obi-Wan shakes his head yes.

ANAKIN

Watto has one. Good shape too. It'll get you where you need to go.

(Anakin pauses for a moment)

Where are you going?

OBI-WAN

Far away from here.

ANAKIN

I feel you on that.

EXTERIOR: WATTO'S JUNK YARD-DAY

Various worker droids are cleaning up equipment and moving parts around as Watto leads Qui-Gon down a path in the midst of the junk.

WATTO

A T-14 hyperdrive generator. Thee in luck. I'm the only one hereabouts who has one. Good condition too.

Watto stops at a large part with a large blanket thrown over it. Watto motions to it. Qui-Gon pulls the blanket off to reveals a hyperdrive matching the one from the royal ship and in surprisingly good condition. Qui-Gon seems pleased.

WATTO

Were you expecting a piece of junk like the rest of what you see?

Watto lets out a chuckle.

WATTO

The boy keeps stuff like this in working order.

(subtitled)

When he's not off daydreaming.

QUI-GON

It is in good condition. Nice sales tactic keeping your nicer parts mixed in with the junk. Makes it looks better in comparison.

Watto jerks his head in frustration to Qui-Gon. He then lets out a smile.

WATTO

Well, regardless, it isn't going to be cheap. Matter of fact thee might as well buy a new ship. It would be cheaper I think, huh? Saying of which, how is thee going to pay for all this, huh?

QUI-GON

Between my friend and I we have, oh, 40'000 Republic dataries.

WATTO

Republic credits? Republic credits are no good out here. I need something a little more real.

QUI-GON  
We don't have anything else, but 40'000 Republic credits should do fine.

Qui-Gon waves his hand attempting to use his mind power.

WATTO

No, they won'ta.

Qui-Gon tries the same simple hand gesture again

QUI-GON

Republic credits will be sufficient.

WATTO

No, they won'ta. What, you think you're gonna confuse me? I'm a parts trader. Mind tricks don't work on me, only money.

Watto gets in a little closer to Qui-Gon.

WATTO

No money, no parts, no deal. And no one else has a T-14 hyperdrive around here, I promise you.

Qui-Gon gives a look of exasperation.

INTERIOR: WATTO'S JUNK SHOP

ANAKIN

So you can't tell me what brings you here, or who you're travelling with, or where you're headed? You're from the Republic though. Naboo.

Obi-Wan has a realization that him and Gui-Gon have inadvertently given away a piece to their puzzle.

ANAKIN

I pieced that together; you gotta give me that.

Obi-Wan smiles.

ANAKIN

What are you here for?

Qui-Gon Jinn comes walking from the junkyard and doesn't stop as he heads to the entryway.

QUI-GON

We're leaving.

Obi-Wan gives Anakin a nod as he follows behind Qui-Gon. Anakin gives the mysterious man a small salute with his finger. Watto comes fluttering in.

ANAKIN

Another satisfied customer?

WATTO

(subtitled)

Outlanders. They think we know nothing.

ANAKIN

I'm taking an early day.

Anakin hops down off of the counter and starts for the exit.

WATTO

Hell you are. The back is a wreck.

ANAKIN

And it'll still be a wreck when I get back.

Anakin disappears out the doorway. Watto gets displeased and begins to mutter in his alien tongue.

EXTERIOR: MOS ESPA-ALCOVE-DAY

Qui-Gon and Obi-Wan are cramped under an overhang in the shade as Qui-Gon drinks from his flask.

OBI-WAN

How are we to acquire this part when we have nothing of value? The only thing worth anything on the Naboo ship is the Naboo ship. And that doesn't help us very much.

Qui-Gon gives his flask to Obi-Wan.

QUI-GON

We need to be careful not to expose ourselves.

Obi-Wan goes to take a drink only to find that the flask is empty. It turns it upside down and only a few drops spill out.

QUI-GON

I may have over played my hand with that parts dealer.

OBI-WAN

They know where we're from too.

QUI-GON

The part gave us away as soon as I said it. Hell, I even tried paying for it with Republic credits.

OBI-WAN

And he didn't go for it?

Qui-Gon shakes his head no.

OBI-WAN

Were you persuasive?

QUI-GON

Very, but he's got a routine down.

OBI-WAN

That's what the boy said. First things first. I say we find somewhere to get a drink. Someone's bound to accept our useless currency.

Obi-Wan hands the flask back to Qui-Gon as he heads back into the sun and begins looking around the streets. Qui-Gon follows after him.

EXTERIOR: CAFÉ-PATIO-DAY

The patio is under a cloth overhang. A Dug waiter comes over to the Jedi's table and lays their drinks down. Qui-Gon pays him with Republic credits. The waiter is clearly not pleased as he walks off. Obi-Wan begins to take a sip. He quickly pulls the glass away from his mouth with a disgusted look on his face.

OBI-WAN

That is awful.

Qui-Gon timidly takes a drink from his glass and contorts his face into an unpleasant expression.

OBI-WAN

Should ask for our money back.

SEBULBA

(subtitled)

Don't see why you'd want those useless chints back.

Obi-Wan and Qui-Gon see a mildly drunk four-armed alien making his way to his table followed by three Rodians.

SEBULBA

(subtitled)

You outlanders come here and think you own the place. If you don't like it, don't drink it. That's all you're getting around here with Republic credits.

One of the Rodians snorts something at Sebulba. The alien smiles as the Rodians laugh. Obi-Wan scoots outward from the table slightly giving himself more room.

OBI-WAN

I'm sorry, maybe we're just not used to the local tastes.

QUI-GON

(cautiously)

Obi-Wan.

Obi-Wan gives Qui-Gon a reassuring look. Sebulba leans toward Obi-Wan.

SEBULBA

(subtitled)

Maybe you two should just make your way back from where you crawled from.

Anakin then makes a dejected grunting noise. Sebulba looks behind him to see Anakin standing on the patio. The Rodians all start to try and appear intimidating.

ANAKIN

Sebulba, don't you have anything better to do?

SENULBA

(subtitled)

What's it to you Skywalker? These friends of yours?

ANAKIN

Not friends of mine, but you should really watch how you talk to people with connections. Big time with the Hutts these two.

Sebulba looks from Anakin to the two Jedi. The drunk alien then waves them off and looks back at Anakin.

SEBULBA

(subtitled)

What are you doing showing face around here, Skywalker? You feel like getting mopped by me again?

ANAKIN

(subtitled)

That was luck.

Sebulba reaches out and puts his hand on Anakin's shoulder.

SEBULBA

(subtitled)

Luck had nothing to do with it. That was all talent.

ANAKIN

Yeah well, at least I'm not…

(subtitled)

…over here with entirely too much drink in my belly and making a fool of myself.

Sebulba puffs up his chest and nears on Anakin. Other people are beginning to notice the two of them sharing words.

SEBULBA

(subtitled)

You can say all you want, Skywalker, but we both know who comes in first out there on that circuit. Remember who's out there making a name for himself. I look forward to when you finally get the gall to race with me again. That is if that mother of yours will let you. They'll have to scrape you off the rocks.

Anakin turns away from Sebulba to look at Obi-Wan and Qui-Gon.

ANAKIN

How would you gentlemen like to come with me? I know a place where you can get a real drink. Not the tap water they serve here.

Anakin and Sebulba share a dirty look. The two Jedi look to one another then stand up from the table. Sebulba snaps a comment at his cohorts and the four of them head away as well.

EXTERIOR: MOS ESPA-STREET-DAY

The three of them are at a fruit vendor with Anakin lowered to his knees. Qui-Gon is deep in thought as he looks around himself. The wind is beginning to pick up. Anakin faces up to Obi-Wan with a fruit in his outstretched hand.

ANAKIN

Here, you'll like these pallies.

Obi-Wan takes the fruit from the young boy.

JIRA

And Anakin…

Anakin turns back to the fruit vendor with the hint of a smile on his face. The elderly woman wearing rags upon rags leans off to one side and reaches under herself to pull up a bottle of clear liquid.

JIRA

Here's this.

ANAKIN

Thanks Jira.

Anakin looks to Obi-Wan as he hands him the bottle.

JIRA

Oh my bones are aching, Anakin. There's a storm coming up; you'd better get home.

ANAKIN

You get to shelter too. I don't want you sitting it out in this thing.

Obi-Wan finally uncorks the bottle. Obi-Wan takes a sip from it and his face shrivels up. Anakin looks to Obi-Wan as he hands the bottle to Qui-Gon.

ANAKIN

Bite the fruit.

Qui-Gon pulls his poncho up to get to his flask as his lightsaber is briefly revealed. Obi-Wan timidly takes a bite. Relief comes across his face as Qui-Gon pours the liquid from the bottle into his flask.

OBI-WAN

Woo. That is strong.

ANAKIN

You have to eat the fruit so your mouth doesn't cave into itself.

Qui-Gon squeezes the fruit so heard that the outside cracks and the juice drops into the flask. The wind begins to pick up as sand swirls through the air. Obi-Wan and Qui-Gon give each other concerned looks.

ANAKIN

Where do you two plan on going to sit this storm out?

OBI-WAN

(matter of factly)

Well, our ship is on the outskirts.

ANAKIN

You'll never make the outskirts in time.

Obi-Wan and Qui-Gon share another look.

QUI-GON

Probably not.

ANAKIN

None of our lovely local establishments are going to let you sit inside if you're not going to buy anything. Since neither of you have real money, I'd be happy to invite you to my home.

More sand is getting picked up.

OBI-WAN

We accept.

Anakin heads off followed by the Jedi.

EXTERIOR: TATOOINE-DAY

Sand is getting picked up as Artoo stands outside with a scanner sticking up from his dome. Nelith and Threepio are standing near him while several of the pilots are behind them working on the front landing gear. The sandstorm can be seen slowly overtaking Mos Espa in the distance. The wind is beginning to pick up as the storm heads for the starship. Artoo beeps out.

THREEPIO

Princess, the astro unit says the storm is nearing from the west.

NELITH

I can see that. This storm will slow them down.

Captain Panaka comes down the entry ramp toward the princess.

PANAKA

Your Highness, I cannot…

Captain Panaka trails off for a moment as he gives a displeased look at Threepio. The security officer reaches the sand and stands between the protocol droid and the Princess.

PANAKA

…I cannot stress the importance of you staying inside the ship.

NELITH

I don't enjoy being cramped in my parents' quarters, Captain.

The young woman takes a few steps toward the security officer.

NELITH

And I enjoy being forced to exit the lower hold of my own ship even less.

Nelith starts up the ramp as Panaka and the droids begin to follow. She turns back around to Panaka.

NELITH

Tell the crewmen to come inside. This storm is moving in quickly.

PANAKA

As soon as I…

Panaka bites his tongue.

PANAKA

Yes.

Nelith continues up followed by Artoo and Threepio. Panaka moves his gaze from her over to the workers.

PANAKA

Hey!

The three of them look over at him.

PANAKA

We need to get indoors.

INTERIOR: ROYAL STARSHIP-MAIN HOLD

Nelith and the droids enter the main hold of the ship as various pilots and security guards are watching a hologram of Sio Bibble broadcasted in the center of the room from the computer terminal on the wall of the hold.

SIO BIBBLE

…The Axis promises the death toll to be catastrophic unless we bow to their wishes. They don't want to speak with me, Your Highness. I don't believe there to be any reasoning with them. This is governor Sio Bibble of the third court of Theed.

One of the security guards notices the Princess and starts tapping other people to stand up. All of them begin to rise up for the young woman as she stares at the hologram which repeats its message.

SIO BIBBLE

I transmit this message for the last member of the Naboo royal family. The Axis promises the death toll…

Nelith looks out at the men.

NELITH

Thank you.

Nelith goes back to watching the message.

SIO BIBBLE

…They don't want to speak with me, Your Highness. I don't believe there to be any reasoning with them…

Panaka and the three crewmen enter the hold. Panaka looks at the repeating message of Governor Bibble. Panaka watches for a moment with the others then heads for the computer.

PANAKA

Turn this off.

SECURITY OFFICER

But it's a message from home.

Panaka gets to the computer terminal and deactivates the hologram feed.

PANAKA

What it is is bait to establish a connection trace. You shouldn't have accepted it in the first…

Panaka cuts himself off as he realizes that all eyes have fallen on him. The sandstorm can be heard becoming more aggressive outside.

PANAKA

Send no reply. Send no transmissions of any kind.

Panaka motions for Nelith to follow him into her quarters.

PANAKA

Your highness.

Nelith walks over to him. Threepio looks down at Artoo-Detoo.

THREEPIO

I had no idea my former masters were capable of such atrocities.

All of the pilots and security officers somberly retake their seats.

EXTERIOR: NABOO-ROYAL PALACE-DAY

Kar Maul and Nute Gunray are walking together toward Maul's ship

KAR MAUL

Tatooine is sparsely populated. If the trace was correct, I will find them quickly.

NUTE GUNRAY

And they've yet to contact Coruscant?

KAR MAUL

There's been no trace of any transmissions leaving their ship.

NUTE GUNRAY

And have you informed your master of our… setback?

KAR MAUL

There is no need. I will fix this issue before it becomes a problem. I'll move against the Jedi first then I will have no difficulty in returning our runaway princess.

NUTE GUNRAY

Of course, Lord Maul.

EXTERIOR: MOS ESPA-RENTAL DISTRICT-DAY

Anakin leads the two Jedi through the sandstorm toward his quarters on the lower level.

INTERIOR: LARS APARTMENT-ENTRY

Anakin leads the two men into his apartment and closes the door sealing them from the harsh winds. Owen Lars is standing near the door waiting for Anakin to get home.

OWEN

Watto said you left work early again today. Who are these two?

ANAKIN

They came into the shop today.

OWEN

And you brought them home with you?

Shmi comes into the room with a look of relief on her face.

SHMI

I'm thankful you made it home before the storm got any worse, son of mine.

Shmi looks at the two Jedi in question.

SHMI

Who is this?

OWEN

I just asked him that. He says they're two men from the shop.

SHMI

But why are they here, Anakin?

Anakin thinks about what he has done to lead to this interaction, but doesn't want to say anything.

ANAKIN

(defensively)

The storm is getting really bad; we got to talking and…I couldn't just leave them out there. Are we eating? I'll set two extra places.

Anakin walks off to the kitchen. Qui-Gon motions to Owen and Shmi.

QUI-GON

I'm Qui-Gon Jinn. This is my associate, Obi-Wan Kenobi. The young man was kind enough to offer us shelter.

INTERIOR: LARS APARTMENT-DINING ROOM

Qui-Gon, Obi-Wan, Anakin, Owen and Shmi are seated at the table. Everyone is silent as they eat their food. Anakin finally looks over at his visitors.

ANAKIN

Have either of you ever seen a podrace?

OWEN

Always with the racing.

SHMI

(stern)

Owen.

QUI-GON

They have racing on Malastar. Very fast; very dangerous.

ANAKIN

I race. I'm the only human who can do it.

OWEN

Here we go; my little brother the prodigy.

Owen leans back and tosses a piece of food into the air and catches it in his mouth.

SHMI

Owen, not at the table.

ANAKIN

(to Owen)

What? It's true. Even Watto said he's never heard of another human doing it, and he's always at the track.

OWEN

Oh, okay.

Owen leans back in his chair and tosses another piece of food into his mouth. Shmi looks displeased.

OBI-WAN

You must have quick reflexes if you race pods.

Qui-Gon gives Obi-Wan a curious look as Owen throws another piece of food up in the air. Obi-Wan swiftly catches it before it can reach Owen's mouth.

OWEN

Hey!

Obi-Wan gives Owen a smile as he eats the piece of food.

OBI-WAN

Not at the table.

ANAKIN

They may not be Jedi reflexes, but I'm getting there.

Qui-Gon's eyes dart to Anakin at the mention of the Jedi.

OBI-WAN

The Jedi; now there's an intuitive bunch.

Qui-Gon is beginning to look worried about where this conversation is headed.

ANAKIN

And mysterious. The type to be wondering around the Outer-Rim for seemingly no reason.

(matter of factly)

You're both Jedi Knights.

OBI-WAN

That's quite an accusation based on little evidence.

Anakin motions at Qui-Gon.

ANAKIN

I saw his lightsaber. Only Jedi carry that kind of weapon.

OBI-WAN

Perhaps he killed a Jedi and took it from him.

ANAKIN

No. No one can kill a Jedi.

QUI-GON

I wish that were true.

Qui-Gon gives a quick smile to Obi-Wan. Owen is not convinced.

OWEN

Anakin, is that why you brought them home? So they could whisk you away from boring ol' Tatooine off to worlds of adventure and excitement. They're no Jedi. Why would a Jedi be all the way out here on this miserable dust ball?

SHMI

(stern)

Owen.

OWEN

I'm just…

Owen trails off as he goes back to his food. Shmi looks to the two as of yet unrevealed Jedi Knights.

SHMI

I apologize on my sons' behalf. Anakin has a very active imagination.

ANAKIN

But they are Jedi.

Anakin looks at the two Jedi.

ANAKIN

Go ahead, tell'em. Tell all of us.

Qui-Gon and Obi-Wan share another look between themselves. Obi-Wan turns to the young Tatooine native.

OBI-WAN

You've figured us out... And to answer your questions from earlier we're on our way to Coruscant, the central system in the Republic, on a very important mission.

Anakin's eyes light up.

ANAKIN

Coruscant… how did you end up all the way out here?

OBI-WAN

Our ship was damaged and through a series of events we are stranded here until we can repair it.

ANAKIN

And that's why you need the hyperdrive?

Obi-Wan nods his head yes.

QUI-GON

Your boss isn't going to be giving it up any time soon. These junk dealers must have a weakness of some kind.

Anakin looks to his brother and mother. They are both in shock at the conversation taking place in front of them.

ANAKIN

Mom? Owen?

OWEN

Uh… Gambling. Everything around here revolves around betting on the races.

SHMI

And they're awful. I don't know why my son is obsessed with them.

Obi-Wan looks to Qui-Gon.

OBI-WAN

Greed can be a powerful ally.

ANAKIN

I built a racer. There's a big race tomorrow on Boonta Eve. You could sponsor me.

OWEN

You better be careful showing that thing off. If Watto finds out you've been skimming parts from him you're gonna be in it, and deep.

SHMI

And who said you were going to be racing for sport? I thought we'd discussed this already. I'd die if you were out there with those other hooligans.

OWEN

It's bad enough you heading through parts of the circuit with your hotrod buddies. You sit out there all night drinking juri juice with your friends then come stumbling home smelling like a Jawa.

Anakin is wide-eyed and wishing his brother would stop talking.

SHMI

(accusingly)

Anakin!

Anakin begins to talk but is cut off by his mother.

SHMI

No.

ANAKIN

The prize money would more than pay for the parts they need. Boonta Eve is a big event.

Qui-Gon notices that Obi-Wan is watching the interaction between Shmi and Anakin intently. Qui-Gon looks to Shmi.

QUI-GON

Listen. Understand.

(almost to Obi-Wan)

We don't wish to put your son in any danger. Is there anyone friendly to the Republic who might be able to help us?

Shmi shakes her head no. Obi-Wan looks to Qu-Gon.

ANAKIN

We have to help them, mom. Because no one else will.

Obi-Wan watches the young man speak to his mother. Qui-Gon watches Obi-Wan. Shmi listens to her son and begins to change her mind.

ANAKIN

Where would we be if the galaxy turned its back on the Jedi?

SHMI

If you can convince Watto to allow it. He turns a blind eye to most of your shenanigans but he may not want to risk you being out of work for a considerable period of time.

Owen turns to the Jedi

OWEN

Our father made some poor business decisions before he passed. We owe a debt to Watto.

EXTERIOR: MOS ESPA-DAY

The sandstorm has passed and the streets have returned to their normal hustle and bustle.

EXTERIOR: WATTO'S JUNK SHOP-DAY

The two Jedi walk toward the entrance of the shop.

QUI-GON

Before we go in here are we sure about this? Trusting our fate to a boy we barely know. The Naboo would not approve.

OBI-WAN

The Naboo don't need to know.

QUI-GON

I'm fairly certain the council wouldn't approve either. The same council you keep struggling to get recognition from.

OBI-WAN

I'm sure when we return to Coruscant the council can respect my choices, even if they don't outright condone them. The force has presented us a path. What other choice do we have but to follow it?

Obi-Wan gives the older Jedi a shrug of the shoulders. He then steps into Watto's shop followed by Qui-Gon. Anakin and the Toydarian come up to them.

INTERIOR: WATTO'S JUNK SHOP

WATTO

The boy tells me you want to sponsor him in the race. How can you do this? Not on the Republic credits, I think, huh?

OBI-WAN

Our ship will be the entry fee. The J-type. It's in good order, except of course for the parts we need.

Watto nods that he understand but then turns to Anakin.

WATTO

…but what do you plan on riding?

Watto gives Anakin a half-knowing look. Anakin doesn't have an answer for him.

QUI-GON

My associate and I acquired a pod in a game of chance.

Qui-Gon works his way behind the junk dealer.

WATTO

I hope you didn't kill anyone I know for it, huh?

Watto laughs but then gets serious with the two Jedi.

WATTO

So you come in here to ask for my permission to use the young man? You realize his family still owes me a lot of money. If Anakin here gets hurt it would be ahhhhh… not good for them… or me.

Watto thinks for a moment.

WATTO

But… you provide the pod and the entry fee; I'll allow the young man to race…

Watto looks to Obi-Wan.

WATTO

…and we split the winnings fifty-fifty.

Obi-Wan gives Qui-Gon another perceptive look.

OBI-WAN

If it's going to be fifty-fifty, I suggest you front the cash for the entry.

QUI-GON

If we win you can keep all the winnings minus the cost of the parts we need.

Watto turns to listen to Qui-Gon.

OBI-WAN

And if we lose, you can keep our ship.

Watto turns back to Obi-Wan.

QUI-GON

Either way, you win.

Watto turns to Qui-Gon grumbling then looks back to Obi-Wan.

WATTO

Deal.

Watto and Obi-Wan shake hands. Qui-Gon moves next to Obi-Wan, Watto shakes his hand as well as he gives them both a shifty look. Both of the Jedi give Anakin a pleasant smile as they exit the junk shop.

WATTO

(subtitled)

Your friends are foolish ones, methinks.

EXTERIOR: TATOOINE-DAY

A herd of dewbacks are grazing in the sand. Near them the royal starship sits underneath the midday suns.

INTERIOR: ROYAL STARSHIP-COCKPIT

Panaka is seated in a co-pilots chair speaking into a built in communicator.

PANAKA

There is no word for how risky this plan of yours is. How much longer of a wait are we in for? We've already gotten one distress call from home; the crew is worried. We were all unaware that you both were going to be gone this long.

QUI-GON

(over communicator)

We are in the process of acquiring the hyperdrive we need.

EXTERIOR: TATOOINE-APARTMENT REAR-PORCH-DAY

Qui-Gon is standing behind the apartment building talking into his handheld communicator.

QUI-GON

and trust me Captain when I say we were not planning on falling into this convoluted course of events either. Obi-Wan and myself will be back by tomorrow evening. I promise you.

Panaka is heard disconnecting the feed. Qui-Gon puts the device away as Shmi exits the back of the apartment headed toward him. She and Qui-Gon share a smile.

QUI-GON

You should be very proud of your sons. They give without any thought of reward.

They both watch as Anakin and Obi-Wan work on the podracer parked in the courtyard that opens up into desert.

SHMI

My sons were raised to know nothing of greed. My husband and I made sure of that.

Shmi and Qui-Gon stand in silence for a moment.

SHMI

Your friend seems to have taken an interest in Anakin. I mean, I know Anakin has…

QUI-GON

He has special abilities.

Shmi looks to Qui-Gon as if he's discovered a secret.

SHMI

Yes.

QUI-GON

He has insight. He can feel things before they happen.

SHMI

Anakin is wise beyond his years.

QUI-GON

He believes in himself. He has confidence in his abilities. The Force is strong with him.

SHMI

Isn't that the power your people use?

QUI-GON

It is.

Shmi gives the Jedi a cautious look. Owen is in the doorway looking out at his mother and the Jedi.

EXTERIOR: TATOOINE-APARTMENT REAR-COURTYARD-DAY

The podracer is made of two large engines with a single control pod behind it. All of this is propped up a single large metal fin. Metal support struts on either side of the massive craft are holding it upright. Both Obi-Wan and Anakin are at the top of separate ladders on either side of the cockpit. They are both looking in at the controls.

OBI-WAN

This looks complicated.

ANAKIN

It is.

Anakin climbs into the seat of the pod.

ANAKIN

I was genetically predispositioned to only having four limbs.

Anakin lifts his arms in the air to show Obi-Wan.

ANAKIN

The pod took some retooling.

Anakin messes with the controls as Qui-Gon and Shmi make their way into the courtyard.

OBI-WAN

Well, I commend you Anakin. Piloting this contraption must take some skill.

ANAKIN

You'll get to see if I can get it to fly again.

QUI-GON

I think it's about time we found out.

Qui-Gon flashes Obi-Wan a half worried look.

INTERIOR: POD

Anakin flips a switch and the pod begins to levitate off the ground. Everyone steps back away from the racer as Anakin moves a few more switches. All of the dash readouts flicker on. Anakin then flips the master switch and presses start button. The turbine begin spinning at an incredible rate as the thrusters kick on spitting out rushing flames. Anakin gets a mighty grin on his face as he begins throttling the craft.

ANAKIN

It's working. It's working.

Everyone is very pleased with Anakin's accomplishment. Shmi, however, has a slight worried look.

EXTERIOR: TATOOINE-APARTMENT REAR-BEYOND THE COURTYARD-NIGHT

Obi-Wan, Qui-Gon and Anakin are all sitting out by a fire away from the apartment complex. Obi-Wan lays down the empty bottle of the liquor from earlier on the ground. Anakin is laughing loudly.

OBI-WAN

Oh, okay, Qui-Gon and me are undercover as bodyguards protecting a Duros governor on the planet Ryloth, at the end of the Corellian Run. We're investigating a spice racket. The operation goes smoothly, turns out to be nothing. But we're not the only ones. He also has a group of Gamorreans with him; real temperamental. We're on the transport back up to Corellia to get debriefed. We're in the hold playing cards and one of the Gamorreans accuses Qui-Gon of cheating. Throws the table. Qui-Gon tries talking him down which is impossible because Gamorreans are either fighting or eating. Qui-Gon blows our cover starts swinging the lightsaber around. The guard pulls a blaster on us. Before you can even think self-defense I've got a blaster, plus severed hand, flying past my face. We had to hack into the computer mainframe to pull the ship out of lightspeed just so we could jettison off in an escape pod. Longest three days of my life. The Jedi Council was not pleased.

Qui-Gon has begun to chuckle as Anakin is in hysterics.

OBI-WAN

We are not allowed to ride on Transgalactic transport anymore. I think they actually have our faces up behind the ticket booth.

QUI-GON

If I remember correctly the Gammorean pulled the balster on me first.

Obi-Wan gets a perplexed look to him.

OBI-WAN

Balster?

Qui-Gon thinks back to what he has just said and puts his head down.

QUI-GON

It's been a long day.

Anakin and Obi-Wan look to each other laughing. Qui-Gon stands and starts off for the apartment.

QUI-GON

This old vessel needs to rest. I don't want either of you staying up too much longer either

Qui-Gon looks back to Obi-Wan as he pats Anakin on the shoulder.

QUI-GON

Anakin has a busy day tomorrow.

OBI-WAN

I understand.

Qui-Gon heads on toward the apartment as Anakin looks to Obi-Wan.

ANAKIN

You've been on so many planets. I'm envious; I've barely even seen all of this one.

OBI-WAN

There doesn't seem to be much to see, no offense.

ANAKIN

And this is the city. I grew up out in the farm belt. Out there there isn't anything to see.

Obi-Wan gives Anakin a comically confused look.

OBI-WAN

Farm belt?

ANAKIN

Moisture farms. That's what my father owned. It's what we lost to Watto when he died. Dad went into business with Watto to pay the hands until the crops would come in the following year. He never got ahead and the local governor decreed that we would pay for his mistakes. Mother went back to her maiden name because of that. Owen changed his to Lars too. I guess Deak Skywalker wasn't someone they wanted to share a surname with.

Anakin and Obi-Wan sit for a moment.

ANAKIN

So that's how I ended up in this dejected city. What's your excuse?

OBI-WAN

Qui-Gon and I were sent to negotiate a blockade around a common wealth territory of the Republic. The planet was invaded and now we're transporting the last member of their royal family, a princess, to Coruscant.

ANAKIN

There's a princess here, right now?

Obi-Wan nods yes.

OBI-WAN

We're trying to avoid the Axis at all costs.

ANAKIN

You went up against the Axis? I hear about the war effort from the space traders that pass through. The conflict has remained near the outer reaches.

OBI-WAN

I pray it stays there.

EXTERIOR: SPACE

Kar Mauls Sith Infiltrator speeds toward Tatooine.

EXTERIOR: TATOOINE-PLATEAU-DUSK

The Sith Infiltrator lands on a plateau. Kar Maul exits the ship from the rear and walks to the edge of the plateau. He studies the landscape through electrobinoculars as he pinpoints lights from three different cities. Maul moves his sleeve up and pushes buttons on an arm band. Three probe droids exit from the rear of the ship and head down for the cities.

EXTERIOR: TATOOINE-NIGHT

The Naboo royal starship sits under the starry sky.

INTERIOR: ROYAL STARSHIP-PRIVATE QUARTERS

Two Naboo guards stand outside the entry. Panaka is standing to the right of the door waiting impatiently. Finally the door slides open.

NELITH

Come in captain.

Panaka heads into the room in a rush. Something is weighing on him. Nelith has her bed pulled out and is ready to retire in her sleepwear.

NELITH

Captain, if this is about that protocol droid again; Artoo-Detoo already looked him over. Besides some strange internal wiring, he's fine. And the Jedi removed his restraining bolt. He's no more the enemy's droid that he is mine.

PANAKA

It's not about the droid, your highness. The Jedi are taking risks I am not comfortable with.

NELITH

It seems everyone is taking risks you're not comfortable with.

PANAKA

I feel they underestimate the gravity of our predicament. They have met some boy from the desert town and they are wagering on a podrace tomorrow to win us the hyperdrive core.

Nelith does not try to mask her shock.

NELITH

What?

PANAKA

And I have no idea what they have on the table if they lose.

NELITH

Captain, can you fit in my father's clothes?

Panaka gives an unsure look.

INTERIOR: PIT HANGAR

Various podracers are parked alongside the walls of the hangar. Pilots, crewmen and droids are walking around doing last minute checks. Watto and Obi-Wan are walking through the garage.

WATTO

I want to see your spaceship the moment the race is over.

OBI-WAN

Patience, my blue friend. You'll have your winnings before the suns set. And we'll be far away from here.

WATTO

Not if your ship belongs to me, I think… I warn you, no funny business.

OBI-WAN

What? You don't think Anakin can win?

WATTO

Don't get me wrongo. I have great faith in Anakin. He's a credit to your race. But, uh, Sebulba there is going to win.

Watto motions to Sebulba doing some checks alongside a few pit droids.

OBI-WAN

Why do you say that?

WATTO

He always wins.

A smile comes across Watto's face.

WATTO

I'm betting heavily on Sebulba.

OBI-WAN

I'll take that bet.

Watto snaps his neck toward Obi-Wan.

WATTO

You'll what?

OBI-WAN

I'll wager my new racing pod against… say… the Skywalker debt.

Watto looks at the Jedi for a moment then cocks his head back in laughter.

WATTO

No pod is worth that much, not by a long shot

OBI-WAN

Okay. If Anakin doesn't win I'll volunteer myself to work off double what the young man's family owes you now.

WATTO

Well double… that would be…

Watto begins to do the calculations in his head.

OBI-WAN

A lot.

Watto looks to the young Jedi.

OBI-WAN

What do you say?

WATTO

You have yourself a deal.

Anakin, Owen and Qui-Gon are looking over Anakin's racer, parked near where Watto and Obi-Wan have been talking. Watto looks over to them.

WATTO

(loudly)

Better stop your friends betting of he'll end up in the same boat you're in. Good luck today Skywalker.

Everyone gives a confused look as Watto flies away. Obi-Wan comes over to the others.

ANAKIN

What did he mean by that?

QUI-GON

Yeah. What did he mean by that?

Obi-Wan looks as though he does not want to answer. Qui-Gon's attention is suddenly drawn to something else. Obi-Wan turns around to see what has taken Qui-Gon's attention away. Princess Nelith and Panaka, both wearing simple garb, are both headed for them. Neither seems pleased.

NELITH

(steady, but furious)

What are the two of you doing?

Owen and Anakin share a look between themselves.

NELITH

This is how the two great Jedi have been spending their time? This is your plan?

OBI-WAN

I promise you this is a calculated risk. And honestly, no other course of action has presented itself.

NELITH

I do not approve.

ANAKIN

Is this her?

NELITH

Who is this?

ANAKIN

Anakin Skywalker, I'm the pilot who will be racing in your honor, princess.

NELITH

So everyone knows who I am?

Owen raises his hand.

OWEN

I have no idea who you are.

PANAKA

(to Obi-Wan)

You told a commoner.

OWEN

A commoner?

Obi-Wan motions for Owen to not get involved. Qui-Gon steps toward Nelith.

QUI-GON

My lady, trust me when I say we have no other course to fix our ship. I know we appear reckless, but sometimes a Jedi must think outside the box to come up with a solution that others may not find apparent right away. And although Obi-Wan may not have the tact to properly explain our motives, I can assure you that we are still deserving of your faith.

Nelith wants to calm down.

QUI-GON

There really is no other way.

ANAKIN

Princess, I will win this race for you.

NELITH

You'd better.

Nelith looks to the Jedi.

NELITH

Take me to where I can watch this.

EXTERIOR: MOS ESPA-DAY

One of Kar Maul's probe droids floats through the city streets travelling by various species expelling noises and code.

EXTERIOR: BOONTA EVE ARENA-DAY

There is a massive rock formation on the left side of the track near the pit hangar. On the right, in a semi-circle, are bleachers built into the rock where a slight decline leads to the track. Floating above the seats are nets that block the sun. Owen and Anakin are doing last minute checks on Anakin's racer as members of the pit crew teams begin walking out in front of the starting grid holding flags representing their racer. Anakin looks up at the various flags and then turns to the audience. Owen sees Anakin eyeing up the spectators.

OWEN

Your friends haven't gotten you in over your head have they?

Anakin gets a smirk on his face.

ANAKIN

No. I'm fine.

Anakin turns to his brother.

ANAKIN

I've been wanting this.

Owen comes over to Anakin and grabs his shirt to pull him closer to him.

OWEN

Just don't end up a dark spot on the downside of a canyon wall, alright.

ANAKIN

I won't.

Owen lets go of his brother and heads off. Sebulba comes walking underneath the left engine of Anakin's podracer. He reaches up and tugs on a stabilizer unit on the underside of the left engine. It dangles from a couple of wires.

SEBULBA

Uh-oh.

Sebulba looks at the unit and laughs to himself as he nears Anakin. The young man is on a ladder checking the underside of his control pod.

SEBULBA

(subtitled)

You're done for, Skywalker.

Anakin looks to Sebulba, then jumps from the ladder and lands in front of him.

ANAKIN

You don't frighten me.

SEBULBA

You're not going to walk away from this race.

ANAKIN

(subtitled)

Don't count on it, you sleaze.

SEBULBA

(subtitled)

You're bantha fodder.

Sebulba walks off laughing. Anakin finishes his checks and climbs into his pod. The young man pulls his controls nearer to him as he sits there in contemplation. Obi-Wan suddenly pops up from the ladder and startles Anakin.

OBI-WAN

Everything set?

Anakin lets out a yell. Obi-Wan starts to laugh.

OBI-WAN

Sorry.

ANAKIN

Make more noise.

Anakin gets hold of himself.

ANAKIN

Yes, everything is fine.

OBI-WAN

I wanted to make sure the princess didn't have you rattled.

ANAKIN

No. I'm excited. This is my first real race. I'm glad I'm doing it for something important.

OBI-WAN

Good.

Obi-Wan leans in a little closer to Anakin.

OBI-WAN

I'll give you a little Jedi advice. Don't get bogged down on the future. Focus on the here and now; what's right in front of you. Concentrate on what you feel. You have instincts. Use them. When you're at your most strained, but remain calm; that's when you'll feel the force.

Obi-Wan hands Anakin his helmet.

ANAKIN

I will?

OBI-WAN

Yes. May the force be with you.

Obi-Wan heads down the ladder. Anakin looks forward for a moment and then puts on his helmet.

EXTERIOR: ROCK FORMATION

A man in simple attire is free climbing up the side of the massive rock formation. The racers can be seen below him.

EXTERIOR: BOONTA EVE ARENA

Qui-Gon is standing near the entrance to a rising viewing platform. Obi-Wan gives him a look of question.

QUI-GON

It took some persuading.

OBI-WAN

Yeah?

INTERIOR: VIEWING PLATFORM

The two Jedi enter the viewing platform which is already occupied by Shmi, Owen, Nelith and Panaka. The platform rises up into the air, far above the race track. Panaka looks to Qui-Gon

PANAKA

What do we do if this doesn't work?

QUI-GON

I do not have an answer to that question at the moment.

Shmi heads away from Owen, showing that she does not want to watch this race. She sits next to Nelith. Owen looks to Obi-Wan.

OWEN

I don't know who your other friends are here Kenobi, but you seem just as reckless with their fates as you are with my little brothers. You and I both know how dangerous this is. If something happens to my brother, I'm taking it on you.

Owen pats Obi-Wan on the back and then takes a seat with his mother.

EXTERIOR: BOONTA EVE ARENA-TRACK

The people holding the flags begin to clear the track. The various racers begin to fire up their engines.

INTERIOR: POD

Anakin starts up his engine.

EXTERIOR: BOONTA EVE ARENA-TRACK

Anakin's engines begin to switch on.

INTERIOR: POD

Anakin flips another switch.

EXTERIOR: BOONTA EVE ARENA-TRACK

Anakin's engines fire up. Others around him do the same. Different racers are heard revving their engines.

INTERIOR: POD

Gasgano revs his engine.

INTERIOR: POD

Dud Bolt gets his engine ready.

INTERIOR: POD

Teemto steadies himself in his pod.

INTERIOR: POD

Sebulba revs his engine with a smile on his face.

EXTERIOR: BOONTA EVE ARENA-TRACK

Sebulba's engines are spitting out flames. The engines are sending a deafening roar over the track.

INTERIOR: POD

Anakin grabs hold of his controls and gets ready.

EXTERIOR: BOONTA EVE ARENA-TRACK

All of the engines are revving up.

INTERIOR: POD

Sebulba has hold of his controls as he waits.

INTERIOR: POD

Anakin waits for the race to begin.

INTERIOR: WATTO'S BOX

Watto and a group of people watch the racers. The engine noise is very loud.

EXTERIOR: ROCK FORMATION

The man in simple attire reaches a stopping point on the cliff face. He pulls out a type of flare gun and begins to load a flare.

EXTERIOR: BOONTA EVE ARENA-TRACK

The engines continue to rev up.

INTERIOR: POD

Anakin revs up his engine a few times to show off.

EXTERIOR: ROCK FORMATION

The man finished loading the flare gun.

INTERIOR: VIEWING PLATFORM

Shmi reaches up to take Owen's hand as she stays seated. Qui-Gon sees this. He gives a worried look to Obi-Wan. Obi-Wan returns his gaze, but stays silent. Nelith rises to her feet to stand next to Panaka to watch the race.

INTERIOR: POD

Anakin continues to rev his engines as he keeps his focus forward.

EXTERIOR: ROCK FORMATION

The man fires his flare into the air.

INTERIOR: VIEWING PLATFORM

Everyone looks up at the extremely bright flare as it burns red.

INTERIOR: POD

Anakin watches the flare turn from red to gold then to green. It finally pops.

INTERIOR: POD

Sebulba thrusts forward.

EXTERIOR: BOONTA EVE ARENA-TRACK

All of the podracers take off but then Anakin's stalls.

INTERIOR: POD

Anakin is struggling with the controls.

INTERIOR: POD

Anakin is frantic as he begins to mess with his various switches and buttons. The other racers wiz passed him.

EXTERIOR: BOONTA EVE ARENA-STANDS

A few people begin to laugh.

INTERIOR: WATTO'S BOX

Watto and his friends laugh at Anakin.

INTERIOR: VIEWING PLATFORM

Nelith appears to swallow her whole heart.

OWEN

He hit it too hard. He flooded the engine.

EXTERIOR: BOONTA EVE ARENA-TRACK

Anakin's racer begins to start up again.

EXTERIOR: TATOOINE-RACECOURSE-STARLITE FLATS

The podracers head out across Starlite Flats into the desert away from the arena.

EXTERIOR: BOONTA EVE ARENA-TRACK

Both Anakin and another racer are stalled. Pit droids are running toward the other racer.

INTERIOR: POD

Quadinaros gets angry and hits his control screen.

INTERIOR: POD

Anakin flips a few more switches.

EXTERIOR: BOONTA EVE ARENA-TRACK

Anakin's engines fire up.

INTERIOR: POD

Anakin grabs the controls.

EXTERIOR: BOONTA EVE ARENA-TRACK

Anakin takes off and flies away.

INTERIOR: VIEWING PLATFORM

OWEN

He'll be hard-pressed to catch up.

EXTERIOR: TATOOINE-RACECOURSE-MUSHROOM MESA

The lead podracers are heading through mushroom mesa. Sebulba is heading the group as Mawhonic's racer gets up next to the left side of Sebulba's racer. Sebulba slams into Mawhonic's racer.

INTERIOR: POD

Mawhonic gives a worried look.

INTERIOR: POD

Sebulba yells out in his own language at Mawhonic.

EXTERIOR: TATOOINE-RACECOURSE-MUSHROOM MESA

The racers head past a large rock formation as Sebulba hits Mawhonic's racer again. The left engine of Mawhonic's racer scrapes against the rock. Sebulba hits the racer again and the left engine crumples the rock. The racer falls to the desert floor, crumpling the stability fin, and begins to spin out.

INTERIOR: POD

Sebulba smiles.

INTERIOR: POD

Anakin races toward the stragglers of the race as he speeds through Mushroom Mesa.

EXTERIOR: TATOOINE-RACECOURSE-MUSHROOM MESA

Anakin passes two other podracers as he speeds along through the race.

EXTERIOR: TATOOINE-RACECOURSE-EBE VALLEY

Sebulba is still in the lead as him and the other racers head for the opening trench of Beggar's canyon.

INTERIOR: POD

Sebulba aims his racer towards the opening.

INTERIOR: BEGGARS CANYON

The racers head through the narrow canyon at breakneck speeds.

INTERIOR: POD

Anakin is headed for Beggars canyon as he nears on another racer.

INTERIOR: BEGGARS CANYON

Spectators are watching the race from balconies inside the canyon. Sebulba and others are flying through the canyon. Anakin and a few others enter the canyon. Anakin turns through the curves inside the canyon. Sebulba heads past a service ramp that is blocked off by a barricade. There are people behind the large barricade.

SPECTATOR

(loudly)

Sebulba.

EXTERIOR: TATOOINE-RACECOURSE-DESERT PLAIN

Sebulba leaves Beggars canyon followed by other racers as he heads out across the plains of Tatooine. Anakin passes another one of the podracers as he speeds across the desert plain.

INTERIOR: JAG CRAG GORGE

Sebulba leads the way through the gorge as the other racers follow him. They all head into the Laguna caves. Anakin comes speeding through the gorge with a racer in front of him and one behind him. The three of them head into the caves.

INTERIOR: POD

Anakin pilots through the dark cave

INTERIOR: POD

Ratts Tyerell is looking back at the racers behind him. He then looks forward and yells out in fear.

INTERIOR: LAGUNA CAVES

Ratts podracer hits a hanging rock formation and explodes.

EXTERIOR: TATOOINE-RACECOURSE-CANYON DUNE TURN

Anakin and other racers empty out from the Laguna caves into the canyon dune turn followed by a wall of flames from the explosion. They all fly out across the sand.

INTERIOR: POD

Anakin lays on his thruster controls and flies past a few more racers as they head around the turn.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

Sebulba and the other racers are headed across the Hutt Flats.

INTERIOR: POD

Quadinaros keeps messing with the different controls for his racer. A member of his pit team is seen closing a hatch and then gives the pilot a thumbs up. Quadinaros guns the controls.

EXTERIOR: BOONTA EVE ARENA-TRACK

His racer propels forward and down causing his stability fin to ram itself into the sand about two meters deep. His racer is officially stuck.

INTERIOR: POD

Quadinaros is in shock as he closes his eyes in defeat.

INTERIOR: WATTO'S BOX

Watto laughs so hard food comes out of his mouth.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

Sebulba and the others are racing over the flats.

INTERIOR: POD

Quadinaros's pod settles down onto the track surface as Sebulba and the other racers speed by.

EXTERIOR: BOONTA EVE ARENA-STANDS

Everyone is cheering for Sebulba as they watch him fly by.

INTERIOR: WATTO'S BOX

Watto and all of his friends cheer for Sebulba as the Dug flies by. Watto points out at the alien racer.

WATTO

(subtitled)

In record time.

INTERIOR: POD

Sebulba waves to the crowd as he flies through the arena.

INTERIOR: VIEWING PLATFORM

Everyone is looking for Anakin.

PANAKA

I don't see him.

QUI-GON

Here he comes.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

Anakin passes another racer as he heads for the arena.

EXTERIOR: BOONTA EVE ARENA-TRACK

Anakin comes flying into the arena.

INTERIOR: POD

Anakin zooms through the arena as the crowds yell.

EXTERIOR: BOONTA EVE ARENA-STANDS

Everyone cheers as a many-limbed alien passed out food from a tray.

INTERIOR: VIEWING PLATFORM

OWEN

(self reassuring)

He has two more circuits to catch up.

INTERIOR: WALDO GRADE CANYON

Anakin passes two other racers.

EXTERIOR: TATOOINE-RACECOURSE-EBE VALLEY

Sebulba speeds across the valley floor.

INTERIOR: POD

Anakin speeds through the Mushroom Mesa.

EXTERIOR: TATOOINE-RACECOURSE-MUSHROOM MESA

Anakin is getting closer to Gasgano's podracer.

INTERIOR: POD

Gasgano glances over his shoulder and sees Anakin nearing.

EXTERIOR: TATOOINE-RACECOURSE-MUSHROOM MESA

Anakin tries to get past Gasgano but Gasgano keeps getting in his way.

INTERIOR: POD

Gasgano is steering to get in Anakin's way.

EXTERIOR: TATOOINE-RACECOURSE-EBE CRATER VALLEY

Gasgano then flies down over the edge of mushroom mesa down toward the floor of Ebe Valley. Anakin flies above him and then lands in front of Gasgano.

INTERIOR: POD

Anakin heads out across Ebe Crater Valley.

EXTERIOR: TATOOINE-RACECOURSE-EBE VALLEY

Anakin goes to pass Teemto as the other racer bumps into Anakin.

INTERIOR: POD

Anakin looks over at the other racer.

INTERIOR: POD

Teemto steers over and hits Anakin again.

EXTERIOR: TATOOINE-RACECOURSE-EBE VALLEY

Anakin gives the other racer a hardy bump and then heads into Beggars canyon followed by Teemto and Gasgano.

INTERIOR: BEGGARS CANYON

Anakin flies up toward the leaders of the race. He gets behind Mars Guo.

EXTERIOR: TATOOINE-RACECOURSE-DESERT PLAIN

Sebulba comes flying out of the canyon across the desert plain as Mars and Anakin follow.

INTERIOR: POD

Sebulba glances back to see Mars nearing on him. Sebulba reaches for a small tool and tosses it behind him. He lets out a giggle.

EXTERIOR: TATOOINE-RACECOURSE-DESERT PLAIN

The tool sucks into Mars's left engine. The engine begins to break apart as many small fires erupt from it.

INTERIOR: POD

Smoke is hitting Mars in the face as he lets out a disagreeable noise.

EXTERIOR: TATOOINE-RACECOURSE-DESERT PLAIN

The left pod hits the floor of the desert causing a huge explosion. The other engines follows closely behind and his entire podracer is engulfed in flames as it spins out across the desert floor.

INTERIOR: POD

Anakin goes flying passed the carnage.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

Inside the wide canyon are many arches of rock reaching up from the surface. The podracers head through the arches and into Jag Crag Gorge.

INTERIOR: JAG CRAG GORGE

The podracers speed through the canyon into the Laguna caves.

EXTERIOR: TATOOINE-RACECOURSE-CANYON DUNE TURN

Sebulba shoots out first followed by Anakin and then Teemto.

INTERIOR: POD

Teemto sees Anakin hit his thrusters again. Teemto does the same.

EXTERIOR: TATOOINE-RACECOURSE-CANYON DUNE TURN

As they both do this Teemto's pod begins to become shaky.

INTERIOR: POD

Teemto begins to look very nervous.

EXTERIOR: TATOOINE-RACECOURSE-CANYON DUNE TURN

Teemto's pod is bouncing up and down.

INTERIOR: POD

Anakin looks over to see hat Teemto's racer is having trouble.

INTERIOR: POD

Teemto doesn't want to let up as Anakin slowly begins to pass him.

EXTERIOR: TATOOINE-RACECOURSE-CANYON DUNE TURN

Teemto's pod is bouncing at a rapid pace.

INTERIOR: POD

Teemto bounces down and hits the sand floor.

EXTERIOR: TATOOINE-RACECOURSE-CANYON DUNE TURN

The steering vane rips away from the racer as the engines and the pod make contact with the sand.

INTERIOR: POD

Anakin looks over his shoulder to see Teemto's racer skidding across the desert. Anakin then looks forward again, determined.

EXTERIOR: TATOOINE-RACECOURSE-CANYON DUNE TURN

Anakin nears on Sebulba. Anakin pulls up to Sebulba's right side.

INTERIOR: POD

Sebulba looks over in surprise.

INTERIOR: POD

Anakin keeps his racer steady.

EXTERIOR: TATOOINE-RACECOURSE-BINDY BEND

Both podracers head through Bindy Bend.

INTERIOR: JETT'S CHUTE CANYON

Both racers head through the canyon. Sebulba turns sideways to exit the narrow exit way. Anakin follows.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

Both podracers are headed for the arena. Anakin is only a little bit behind Sebulba.

INTERIOR: VIEWING PLATFORM

NELITH

Here he comes.

EXTERIOR: BOONTA EVE ARENA-TRACK

Sebulba comes racing through the small section of the circuit with Anakin right on his tail

INTERIOR: VIEWING PLATFORM

The crowd below can be heard cheering.

OBI-WAN

Go!

Qui-Gon gives Obi-Wan a stern look. Obi-Wan bumps his shoulder against the older Jedi's.

INTERIOR: WATTO'S BOX

Sebulba rips through the arena as Anakin keeps right on him. Watto looks on in surprise and worry.

EXTERIOR: BOONTA EVE ARENA-STANDS

Everyone is cheering.

SPECTATOR

Go, Anakin.

EXTERIOR: TATOOINE-RACECOURSE-STARLITE FLATS

Sebulba flies above the flats followed very closely by Anakin. They both head through the entrance of the Waldo Grade Canyon.

INTERIOR: WALDO GRADE CANYON

Sebulba weaves through the curvy canyon with Anakin right behind him. Their engine noise echoes between the tall canyon walls. Then both craft fly out onto Mushroom Mesa.

EXTERIOR: TATOOINE-RACECOURSE-MUSHROOM MESA

Anakin takes a different route than Sebulba does.

INTERIOR: POD

Anakin swerves between the huge rock formations heading at a suicide pace.

EXTERIOR: TATOOINE-RACECOURSE-MUSHROOM MESA

Sebulba heads between the formations too.

INTERIOR: POD

Sebulba checks behind himself and doesn't see Anakin. He then looks ahead and sees Anakin pop out in front of him.

EXTERIOR: TATOOINE-RACECOURSE-MUSHROOM MESA

Anakin comes around a few rock formations ahead of Sebulba.

EXTERIOR: TATOOINE-RACECOURSE-MUSHROOM MESA

Anakin continues onward toward the edge of Mushroom Mesa that drops off to Ebe Valley.

EXTERIOR: TATOOINE-RACECOURSE-EBE CRATER VALLEY

Anakin heads over the edge followed by Sebulba. Both racers are headed out along the desert. Sebulba begins to near on Anakin. Then he swerves to quickly get on Anakin's right side.

INTERIOR: POD

Sebulba lets out an angry yell.

EXTERIOR: TATOOINE-RACECOURSE-EBE VALLEY

Sebulba hits Anakin towards a crater. Sebulba then hits Anakin again. Anakin is headed for the crater.

INTERIOR: POD

Anakin turns to his left and heads away from Sebulba.

EXTERIOR: TATOOINE-RACECOURSE-EBE VALLEY

Anakin slows down to let Sebulba have some room for the moment as they both head into Beggar's canyon.

INTERIOR: POD

Anakin enters the canyon as Sebulba disappears around the bend.

INTERIOR: BEGGARS CANYON

Anakin speeds up and gets beside Sebulba. Anakin is on the right side of Sebulba.

INTERIOR: POD

Sebulba yells out.

INTERIOR: BEGGARS CANYON

Sebulba hits Anakin toward the wall of the canyon.

INTERIOR: POD

Anakin tries to steady himself as he begins to hit poles that mark the edge of the canyon. They break off as Anakin gives a worried look. He looks over at Sebulba.

INTERIOR: POD

Sebulba yells out again.

INTERIOR: BEGGARS CANYON

Sebulba hits Anakin again. Anakin stops hitting marker poles and begins heading down the service lane.

INTERIOR: BEGGARS CANYON

The people standing at the base of the service ramp behind the barricade begin to run to both sides. Anakin then slams into the barricade as Sebulba flies by.

INTERIOR: POD

Anakin heads up the service ramp.

INTERIOR: POD

Sebulba watches as Anakin heads up the service ramp. He is laughing.

EXTERIOR: TATOOINE

Anakin shoots off of the service ramp onto the mesa surrounding Beggars canyon. Various spectators show surprise as Anakin's pod goes shooting past them.

INTERIOR: POD

Anakin begins to flip many switches.

EXTERIOR: TATOOINE

The pod races next to the edge of the canyon as it heads toward a bend in the canyon.

INTERIOR: POD

Anakin grabs his controls tightly and then jerks them back as he pulls his racer to the right.

EXTERIOR: TATOOINE

Anakin turns to the right and heads back down into the canyon.

INTERIOR: POD

Anakin pushes his controls forward as the pod gains immense speed.

INTERIOR: POD

Sebulba hears Anakin's engine and looks up.

SEBULBA

Huh?

INTERIOR: BEGGARS CANYON

Anakin's pod racer lands in front of Sebulba and pulls ahead.

EXTERIOR: TATOOINE-RACECOURSE-DESERT PLAIN

Anakin pops out of Beggars canyon followed by Sebulba.

INTERIOR: POD

Sebulba yells something out in his own language as he nears on Anakin. Sebulba looks angry as he gets closer to Anakin's pod.

EXTERIOR: TATOOINE-RACECOURSE-DESERT PLAIN

Sebulba pulls up with his engines only one meter behind Anakin.

INTERIOR: POD

Anakin hears the noise of the engines and looks behind himself. All he sees is Sebulba's right engine. Anakin then turns to face forward as he heads toward the Arch Canyon.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

The stabilizer unit that Sebulba broke earlier begins to get wobbly. Sebulba is still on top of Anakin as they both head through the arches inside Arch Canyon.

INTERIOR: POD

Anakin's instruments are showing that something is wrong.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

The stabilizer unit breaks off of Anakin's left engine.

INTERIOR: POD

Anakin sees the piece fly off of his ship. He then looks to see that flames are coming out of the side of his left engine.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

Heavy black smoke is pouring from Anakin's engine toward Sebulba as they both head through the arches.

INTERIOR: POD

Anakin tries to accelerate but cannot.

INTERIOR: POD

Sebulba is coughing from all of the smoke. He then swerves over to Anakin's left.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

Sebulba passes Anakin as his engine burns off black smoke.

INTERIOR: POD

Anakin's instruments are going crazy as Sebulba pulls away. Anakin begins to mess with his controls. He pulls back on a lever.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

The small air vent for Anakin's left engine closes.

INTERIOR: POD

Anakin looks up.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

The fire goes out and the engine turns off.

INTERIOR: POD

Anakin begins switching power from one engine to the other. He then tries to re-ignite the left engine.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

The engine is struggling.

INTERIOR: POD

Anakin is still trying to get the engine to start back up.

ANAKIN

Come on!

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

Anakin's left engine restarts.

INTERIOR: POD

Anakin's screens show everything is okay again. Anakin then grabs his controls and thrusts himself forward.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

Anakin speeds through the arches. He weaves through some of the smaller ones and clips his right engine on the side of one. Sparks fly out.

INTERIOR: POD

Anakin gives a look of determination.

EXTERIOR: TATOOINE-RACECOURSE-ARCH CANYON

Anakin comes flying through the arches as he gets back behind Sebulba as they both enter Jag Crag Gorge.

INTERIOR: JAG CRAG GORGE

Anakin begins to near on Sebulba as they whip around the large curve.

INTERIOR: POD

Anakin keeps his eye on Sebulba.

INTERIOR: JAG CRAG GORGE

Both Anakin and Sebulba head into the Laguna Caves.

EXTERIOR: TATOOINE-RACECOURSE-CANYON DUNE TURN

Both of the racers shoot out into the canyon dune turn with Anakin following on Sebulba very closely.

EXTERIOR: TATOOINE-RACECOURSE-BINDY BEND

Both racers go around bendy bend as they head between the huge rock formations. Anakin pulls up next to Sebulba. Sebulba hits Anakin's racer.

INTERIOR: POD

Sebulba laughs as Anakin goes flying between other formations.

INTERIOR: POD

Anakin swerves back over behind Sebulba as they both head through the entrance to Jett's Chute Canyon. Anakin is nearing on Sebulba.

INTERIOR: POD

Sebulba heads for the end of the canyon.

INTERIOR: JETT'S CHUTE CANYON

Sebulba turns his podracer on its side to exit the narrow exit of the canyon.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

Sebulba pops out of Jett's Chute Canyon followed by Anakin. Both racers speed up as they head across the flat terrain of the desert area. Anakin pulls up to the right side of Sebulba. Anakin gets even with the Dug. They look over at each other. Sebulba then jerks his racers engines into Anakin's. Anakin gets bumped over.

INTERIOR: POD

Anakin tries to steady himself.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

Anakin gets bumped two more times. There are now small rock formations sticking out of the desert floor. Both racers head between them.

INTERIOR: POD

Anakin gets a resolute look and hits Sebulba back and then hits him again.

INTERIOR: VIEWING PLATFORM

OWEN

There they are.

Shmi stands up to watch the final moments of the race.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

The two racers keep bumping each other, trying to throw the other off.

EXTERIOR: BOONTA EVE ARENA-STANDS

The crowds are cheering.

INTERIOR: VIEWING PLATFORM

Shmi has an unsatisfied look. Owen puts his hand on her shoulder to comfort her. Nelith and Panaka both look worried. Qui-Gon takes a big gulp from his flask. Obi-Wan looks off into the desert with his first sign of worry.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

Both racers are neck and neck. Sebulba finally hits Anakin's racer over to where it is in danger of hitting one of the large rocks. Anakin cuts off to the right to miss the rock and Sebulba is able to get slightly ahead.

INTERIOR: POD

Sebulba looks proud of himself as Anakin comes heading back at him with considerable speed.

INTERIOR: POD

Anakin is gritting his teeth.

INTERIOR: POD

Sebulba looks surprised as his eyes go wide.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

Anakin heads at Sebulba and suddenly spins his racer all the way over, hitting Sebulba's racer with his steering vane.

INTERIOR: POD

Sebulba grabs his controls for dear life.

EXTERIOR: TATOOINE-RACECOURSE-HUTT FLATS

Sebulba's racer spins all the way around, only uncontrollably. He does a complete three-sixty and then smashes into the desert floor. Anakin speeds away toward the arena. Sebulba's racer spins out across the desert floor and finally comes to rest. Sebulba still has a death grip on the controls and looks thoroughly frightened.

EXTERIOR: BOONTA EVE ARENA-STANDS

Everyone stands up and cheers.

INTERIOR: POD

Anakin waves as he flies through the arena for his victory lap.

INTERIOR: VIEWING PLATFORM

Shmi and Owen have smiles on their faces. Obi-Wan looks to Qui-Gin with a smile. Both of the Jedi turn to Panaka and Nelith with smiles. Panaka doesn't think it's funny. Nelith takes a seat to calm her nerves.

EXTERIOR: BOONTA EVE ARENA-TRACK

Anakin flies through the track at a slow pace as everyone cheers for him.

EXTERIOR: BOONTA EVE ARENA-STANDS

Everyone is cheering.

INTERIOR: WATTO'S BOX

Watto begins throwing things on the ground in anger.

EXTERIOR: BOONTA EVE ARENA

Anakin pulls his pod to a stop as people run over to him. One person gives him a ladder so he can step down. Anakin departs his craft to people who are congratulating him. He looks over at the stands with a smile.

INTERIOR: WATTO'S BOX

Watto is arguing with his friends in his own language about the outcome of the race.

EXTERIOR: BOONTA EVE ARENA

Qui-Gon, Owen and Shmi make their way to Anakin as his cheering fans surround him. Anakin makes his way over to them. Shmi hugs her son tightly.

SHMI

I am so glad you're alright. You did great.

Shmi pulls him away to look him in the eyes.

SHMI

(half-jokingly)

You're never racing again.

Anakin smiles. Owen pulls him away from their mother and gives him a quick hug.

OWEN

You can fly, kid. I'll give you that. I'm proud of you.

Anakin looks to Qui-Gon

QUI-GON

We thank you.

ANAKIN

Where did the uh, where did she go?

QUI-GON

Back to her ship. She was relieved by your win today to say the least.

ANAKIN

Where did Obi-Wan go?

INTERIOR: WATTO'S BOX

Watto is seated with his head down as Obi-Wan comes up to his side.

OBI-WAN

Hello friend.

WATTO

You swindled me. You knew the boy was going to win.

Watto gives Obi-Wan an angry look

WATTO

I've lost everything and now you've come for more.

OBI-WAN

Whenever you gamble, my friend, eventually you will lose.

Watto lifts up and gets in Obi-Wan's face.

WATTO

You cheated me!

Obi-Wan grabs hold of Watto with his right hand and forces him back down into his chair. Watto is taken off guard.

OBI-WAN

You let your greed get the better of you. Own it! I'll come by your shop later to pick up the parts I need. And let us not forget our little agreement about the Skywalker debt.

WATTO

I've only got so much you know.

(raising his voice)

I'll be depending on the money that the Skywalkers owe me to keep my business afloat.

OBI-WAN

(stern)

Their debt will be dropped.

Watto stands his ground.

WATTO

No. And you're not getting the parts either. This wasn't a fair arrangement.

OBI-WAN

Wasn't fair?

One of the Sith probes drifts past Watto's box behind Obi-Wan.

OBI-WAN

Odd that you only see it that way now that the tables have turned. Let us be perfectly honest with one another.

Obi-Wan nears on Watto. Watto tries not to let on that he is scared.

OBI-WAN

You know what I am and you thought you could outsmart me and you didn't. Now since you do know what I am, that means you probably also have a pretty good idea of what I'm capable of. You need to ask yourself if you really want that kind of power directed at you.

WATTO

Their debt will be cleared.

Obi-Wan backs away and lowers his head in respect to Watto.

OBI-WAN

Thank you for doing the right thing.

Obi-Wan departs leaving Watto alone.

EXTERIOR: TATOOINE-DAY

Obi-Wan and Qui-Gon have ridden eeopies out to the royal starship with the new hyperdrive in tow. Naboo crewmen are already taking the tarp off of the hyperdrive and bringing it toward the ship. Qui-Gon is dismounting his eeopie as Panaka comes up to them.

QUI-GON

Your new hyperdrive as promised.

OBI-WAN

How long will it take to install?

PANAKA

(jovial)

Now you're in a hurry? It won't be long. We've already got the ship prepped.

OBI-WAN

Good. I'll be back shortly.

Qui-Gon hands Obi-Wan the reins of his eeopie.

OBI-WAN

I'll return these two and… I have some unfinished business.

Qui-Gon gives Obi-Wan an unsure look.

OBI-WAN

Just saying my goodbyes to the Skywalkers.

NELITH

Don't be long, Master Kenobi.

Everyone looks up to see Nelith on the ships ramp.

NELITH

We are still in a rush. I'd hate to leave you here.

OBI-WAN

Understood, your highness.

Nelith heads back into the ship. Panaka is close behind her. Obi-Wan looks to Qui-Gon.

OBI-WAN

Do not let her leave me here.

QUI-GON

If you make your goodbyes quick, she won't have reason to.

Qui-Gon heads for the ship. Obi-Wan makes a noise at the eeopies and begins back for town.

INTERIOR: LARS APARTMENT-ENTRY

The door slides open as Anakin enters followed by Obi-Wan. Owen and Shmi have a few decorations hung and a beautiful cake is sitting on the table along with some fizzy blue drinks. Anakin is surprised. Owen and Shmi are both waiting for him to say something.

ANAKIN

It's great.

Anakin walks into the dining area.

ANAKIN

I have a surprise too, though.

Anakin drops a bag of coins onto the table.

SHMI

What is that?

ANAKIN

Twenty thousand credits.

OWEN

What?

SHMI

Twenty thousand?

ANAKIN

We sold the pod.

Shmi looks to Obi-Wan. The Jedi smiles at her.

SHMI

It's wonderful.

OWEN

That's almost enough to pay off Watto.

OBI-WAN

You don't need to worry anymore about Watto. I took care of your debt with the Toydarian.

Shmi turns to Obi-Wan with a look of shock.

SHMI

You did what?

Anakin shares his mother's expression of surprise as Owen stands up.

OBI-WAN

I needed to have a surprise too.

OWEN

We can go back to the farm.

Shmi puts on a smile and hugs Owen.

OWEN

We can go back to the farm and be done with this rat-hole city.

Shmi and Owen look to Anakin and motion for him to join them.

ANAKIN

The cake and the decorations are wonderful, and I don't want to spoil the celebrating, but I think I'm needed elsewhere.

Shmi looks worried. Owen is clearly displeased. Anakin looks back at Obi-Wan for a moment then back to his family.

ANAKIN

I'd like to go with the Jedi to join the war effort.

Anakin looks to Obi-Wan

ANAKIN

If you'd let me?

OWEN

The war effort? Anakin, we're going to need you here. That war has nothing to do with us. We're out in the middle of nowhere. No one would bother with this sand trap.

ANAKIN

Things change, Owen. What good will all your hard work be if Tatooine gets occupied and commerce gets nationalized? All you'll be is a tenant, slaving away for the greater glory of the Axis.

OWEN

Your place is here, Anakin. Your future is here.

ANAKIN

Your future, not mine.

Owen begins to get angry as he looks up at Obi-Wan.

OWEN

What have you been putting in his head? What kind of half-cocked ideas have you been telling my brother, Jedi?

SHMI

Owen.

Owen motions at his mother.

OWEN

Not now mom.

Owen nears on Obi-Wan.

OWEN

What have you two been talking about?

Owen looks at Anakin.

OWEN

You need to take your damn head out of the clouds and think about what's really important here. What are me and mother going to do without you?

SHMI

(stern)

Owen!

Owen looks to Shmi.

OWEN

Fine. We lost dad, now we can lose him too.

Owen leaves the room. Sadness comes across Shmi.

ANAKIN

Mom?

Shmi looks to Obi-Wan.

SHMI

Can he go with you?

OBI-WAN

(searching for the words)

If he wishes.

ANAKIN

Mother, do you understand?

SHMI

I know you've always yearned for a life better than this, Anakin. It would be a horrible thing of me to stand in the way of an opportunity for you to leave this place. If you're asking for my blessing, you have it.

Anakin hugs his mother. She has a sorrowful look on her face as she hugs her son back. Anakin eventually pulls away from her.

ANAKIN

(to Obi-Wan and Shmi)

I'll pack my things.

Anakin leaves the room. Once he is gone Shmi stands and walks to Obi-Wan.

SHMI

You take care of him.

OBI-WAN

I will.

EXTERIOR: MOS ESPA-RENTAL DISTRICT-DAY

Anakin, Obi-Wan and Shmi are outside of the apartment. Anakin is wearing a backpack over one shoulder as he gives his mother a small smile.

ANAKIN

I will come back, mother. I promise you this won't be the last you ever see of me.

SHMI

I know, my son.

ANAKIN

I love you, mom.

Anakin leans into her.

ANAKIN

Please don't cry.

Shmi smiles at her son. Anakin turns to Obi-Wan and nods to the elder Jedi that he is ready to leave. Anakin and Obi-Wan head out and away from Shmi. After they round the corner Shmi breaks into tears. Owen comes toward her from the doorway and holds her as she sobs.

EXTERIOR: MOS ESPA-STREET-DAY

Anakin is walking down the sand street alongside Obi-Wan.

ANAKIN

You knew I was going to leave home, didn't you?

OBI-WAN

I knew you would have one day, yes.

ANAKIN

But you didn't know it would be this day?

The Sith probe droids begins to float after the two men.

OBI-WAN

The force is pulling you toward the stars, Anakin. That much is clear. But you've chosen today to leave with me. You are already in tune with the force, but if you will allow me I can teach you to control it.

Obi-Wan and Anakin are nearing the edge of the city as the droid moves closer.

ANAKIN

I could become a Jedi?

OBI-WAN

With the proper training, yes.

In a sudden movement Obi-Wan reaches under his poncho, ignites his lightsaber, and swings around to cut the probe in half. The two pieces lie on the sand smoking as Obi-Wan kneels down to it.

ANAKIN

What is it?

OBI-WAN

A probe droid. Very unusual. Not like anything I've seen before.

Obi-Wan gets to his feet and motions for Anakin to follow after him.

OBI-WAN

Come on.

Both of the men begin running out into the sands away from the city.

EXTERIOR: TATOOINE-PLATEAU-DAY

Kar Maul quickly exits his Infiltrator and gets on his personal speeder bike that is parked outside. Maul revs up the engine and then races over the edge of the plateau.

EXTERIOR: TATOOINE-DAY

Obi-Wan and Anakin are running as they make their way to the royal starship. Behind them Kar Maul appears riding his speeder bike. Obi-Wan turns to look back at Anakin.

OBI-WAN

Anakin. Drop.

Anakin throws himself flat against the desert floor as Maul sweeps over him. The Sith Lord then jumps off of the bike, flips through the air while igniting his blood red lightsaber, and engages Obi-Wan in a duel.

OBI-WAN

Anakin, get to the ship. Tell them to take off.

Anakin stands for a moment not wanting to leave Obi-Wan. Realizing he is no match for the Sith Lord he quickly begins running toward the gleaming ship. The Jedi and the Sith begin trading blows as they kick up sand from the desert. Anakin runs up the ramp of the ship as Obi-Wan and Kar Maul continue bashing at each other with incredible blows. The Royal Starship begins to lift up off the ground as both Obi-Wan and Kar Maul slice at each other and do acrobatics through the air. They are fighting amidst a giant cloud of dust as the starship looms overhead.

INTERIOR: ROYAL STARSHIP-COCKPIT

Ric Olie guides the ship toward the two combatants with Panaka, Nelith, Anakin and Qui-Gon standing around him. Qui-Gon is looking out the window at Obi-Wan fighting this strange adversary with concern and inquiry on his face.

EXTERIOR: TATOOINE-DAY

Obi-Wan glances up at the craft as it slowly passes over him and the Sith Lord. Obi-Wan deflects another slice from the evil creature then leaps into the air. The Jedi kicks Kar Maul in the head knocking him to the ground as he does a back flip and lands on the extended ramp of the ship. His footing is shaky as he half falls into the lower fold of the ship. Kar Maul climbs to his feet as he watches the royal starship disappear into the blue Tatooine sky.

INTERIOR: ROYAL STARSHIP-LOWER HOLD

Obi-Wan is on the floor against the wall opposite the entry. The young Jedi is breathing hard as he stares at the door hatch. Anakin and Qui-Gon are heard rushing over from the lift. They kneel down beside him.

ANAKIN

Are you alright?

Obi-Wan is unresponsive. Qui-Gon gets over in front of him and holds the open flask to him.

QUI-GON

Obi-Wan?

OBI-WAN

I'm fine. I'm not hurt.

Obi-Wan motions to Qui-Gon that he does not want a drink. Qui-Gon takes a sip and then begins to put the flask away.

QUI-GON

I saw you both from the cockpit. I saw his weapon.

Obi-Wan and Qui-Gon share an unsolved glance.

ANAKIN

What are we going to do about it?

Obi-Wan looks from Qui-Gon to Anakin.

OBI-WAN

We'll be patient. That's all we can do.

Qui-Gon assists Obi-Wan to his feet.

OBI-WAN

Right now we just need to concern ourselves with getting to Coruscant.

Anakin and Qui-Gon both still have tense looks to them.

OBI-WAN

Both of you just relax.

EXTERIOR: SPACE

The Royal starship rockets away from Tatooine.

INTERIOR: SITH INFILTRATOR-ENTRY CABIN

A red light is flashing on the center holoprojector as Kar Mauls speeder can be heard nearing from the distance. The speeder comes to a stop outside the boarding ramp. Maul comes up into the ship. He looks to the blinking light with worry on his face. He walks over to a computer built into the wall with his back to the projector as he tries to get his breath. Maul turns to the light once more, and then turns away trying to build the courage to answer. Suddenly a hologram of a dark cloaked figure appears.

DARK LORD

How long did you think you could ignore me?

Maul quickly turns around, speeds to the hologram, and drops to his knees.

KAR MAUL

I am sorry. I have failed you.

The hologram points to Maul.

DARK LORD

You let the daughter of the Naboo royal family escape.

KAR MAUL

Yes, my lord.

DARK LORD

I can use that to my advantage.

Kar Maul turns his gaze upward to the shadowy hologram with a bit of relief in his eyes.

DARK LORD

What I can't use is a Jedi corpse in the middle of the desert.

The hologram suddenly makes a clenched fist. Maul is lifted into the air and begins to choke.

DARK LORD

Once the princess reaches Coruscant I will be able to manipulate things to our benefit, but I need time to come up with a plan. This is why it is important that you communicate with me so I don't have to find out about these problems of yours through secondary channels. I do not have time for you to lick your wounds and come up with excuses of which I am sure you have many.

The hologram opens its hand and drops Maul to the floor, gasping.

DARK LORD

Do not fail me again

The dark lord points at Maul before the hologram flickers out. Maul looks to where the hologram just was as he rubs his neck in astonishment.

INTERIOR: ROYAL STARSHIP-PRIVATE QUARTERS

Qui-Gon, Obi-Wan, Anakin and the droids stand before the Princess. Panaka is seated near the entryway.

NELITH

He had facial tattoos, terrible teeth and those piercing black eyes.

OBI-WAN

Then it was the same man.

PANAKA

Could he still be tracking us?

Panaka looks at Threepio. Threepio lowers his head. Artoo beeps in the protocol droids defense.

OBI-WAN

It's doesn't matter. The Axis knows our destination. We're safe… As long as this hyperdrive holds up.

Obi-Wan makes a lighthearted worried face. No one else thinks it is funny.

INTERIOR: ROYAL STARSHIP-CREW HOLD

A few members of the crew are asleep in various spots in the hold. Princess Nelith enters the hold and heads for a monitor. The Princess accesses the message left by Sio Bibble. A hologram of the governor appears.

SIO BIBBLE

This is governor Sio Bibble of the third court of Theed. I transmit this message for the last member of the Naboo royal family. The Axis promises the death toll to be catastrophic unless we bow to their wishes. They don't want to speak with me, Your Highness. I don't believe there to be any reasoning with them.

Nelith deactivates the recording as she stands in contemplation. Nelith senses someone watching her and turns to her left to find Anakin huddled up on one of the seats.

NELITH

Are you alright?

ANAKIN

I'm cold. I'm very cold. I don't seem to have enough blanket.

Nelith bends down to retrieve another blanket from under the monitor. She walks over to Anakin and hands him the unfolded blanket. Anakin quickly begins to cover himself she sits down next to him.

NELITH

I don't like how the Jedi went about fixing my ship, but thank you for the role you played, Anakin. What you did was extremely dangerous

ANAKIN

Had you ever seen a podrace before?

NELITH

I'd never even heard of a podrace before.

ANAKIN

Oh. Well I had never competed in any of the big events before. And uh… Listen, I'm sorry, but you're a princess? An actual princess?

NELITH

Yes.

ANAKIN

That is just amazing. My life has changed a lot in just the past few days.

Nelith smiles at the young man.

ANAKIN

Although yours has too, hasn't it? Obi-Wan told me about your planet and the invasion. Is that what the message was about?

NELITH

The man in that message is one of Naboo's best politicians and was one of my mother and fathers most trusted colleagues. But not even he can bring reason to these monsters. I only hope that once we reach Coruscant something can be done.

ANAKIN

I will give my assistance in any way possible, Your Majesty.

NELITH

I'm going to hold you to that.

The Princess stands up.

NELITH

And my name's Nelith.

ANAKIN

Nelith.

Nelith smiles as she heads away from the young man. He begins to smile too.

ANAKIN

(to himself)

Nelith.

EXTERIOR: SPACE

The Royal Starship speeds toward the gleaming world of Coruscant. The ship descends toward the planets daytime side as numerous other craft arrive and depart.

EXTERIOR: CORUSCANT-DAY

The Royal Starship flies over the endless cityscape of the capital.

INTERIOR: ROYAL STARSHIP-COCKPIT

The landing platform can be seen outside the side of the ship.

EXTERIOR: CORUSCANT-LANDING PLATFORM-DAY

Senator Palpatine stands on the platform as Chancellor Valorum is ushered out of his shuttle by armed Republic guardsmen. The Royal Starship makes a soft landing onto the platform. The Jedi lead Nelith down the entry ramp followed by the rest of the passengers. Palpatine smiles at Valorum as the groups meet.

PALPATINE

It is a great gift to see you alive, Your Majesty. With the communications breakdown I had begun to fear the worst. May I present Supreme Chancellor Valorum.

VALORUM

Your Highness, welcome. It is a great honor to be meeting with you in person; I only wish it were under better circumstances.

NELITH

As do I, Chancellor.

VALORUM

I hope you know how distressed our Republic is over your current situation… Our current situation. I have arranged a special session of Congress to hear about all of this.

NELITH

I'm grateful, sir.

VALORUM

This will be dealt with.

Senator Palpatine leads the Princesses group away toward his private speeder. Anakin is slowly being left behind as he looks around at the giant skyscrapers. Nelith turns back to him.

NELITH

Anakin?

Anakin looks to her then glances back at the Jedi. Qui-Gon reassures him to travel with the Naboo. Anakin then follows after them. The senator leans in close to the Princess as she turns back around to face the speeder.

PALPATINE

There was a small question of procedure, but it was easily overcome.

The Jedi stand before the Chancellor.

VALORUM

What's going on out there?

OBI-WAN

We will arrange a full report for your office, but we must speak with the Jedi council immediately. This situation has become much more complicated.

EXTERIOR: CORUSCANT-DAY

Air traffic travels around the towering senate apartment plaza of 500 Republica.

INTERIOR: PALPATINE'S APARTMENT-FOYER-DAY

Anakin and the two droids are looking out a window at the cityscape. Nelith and Palpatine can be seen in the other room through glass doors.

THREEPIO

I am so relieved that poor young woman is finally out of harm's way. My former masters have put her through such great stress.

ANAKIN

(to Threepio)

You're an Axis droid? It's a wonder you're still in one piece.

THREEPIO

If not for Her Highness I'm sure I wouldn't be.

Artoo beeps out at the protocol droid.

THREEPIO

Yes little Artoo-Detoo, you played a small part as well.

Artoo beeps again.

THREEPIO

Hey!

ANAKIN

What'd he say?

THREEPIO

He says it couldn't hurt to look me over again, but this time piece by piece.

Anakin gets a smirk on his face. Behind them Captain Panaka exits from one of the elevator terminals and heads into the main apartment. He gives Anakin a respectful nod. Anakin gives one in return.

INTERIOR: PALPATINE'S APARTMENT-DAY

Nelith is seated as Palpatine stands before her walking back and forth.

PALPATINE

…and not only have I gathered the support of all other systems in my sector, but various other larger fractions as well. Many senators feel for your plight, Princess, but I won't lie to you... the Chancellor is going to push, and he has a tendency to push too hard.

NELITH

I don't follow you, senator?

PALPATINE

Valorum sticks to his guns, but sometimes a soft approach can be more beneficial. A lot of senators do not want to start a war.

NELITH

A war has already been started.

PALPATINE

They don't see it that way. To some of these senators, their systems are as far from Naboo as they are the nearest black hole.

NELITH

What options have we?

PALPATINE

Valorum is up for re-election soon. If he overplays his hand today, which he likely will, what we can do is push for the election of a Supreme Chancellor with a little more poise. Someone the majority of our senators would feel comfortable rallying behind.

NELITH

But Valorum is on our side, is he not?

PALPATINE

Not every ally you muster is a positive one. You yourself could display a lack of confidence in Chancellor Valorum's leadership.

NELITH

You're suggesting I speak to the senate directly?

PALPATINE

You are the last living member of your planets royal family. You have escaped a war to travel here and raise awareness to the plight of your people. And if bravery isn't enough then we can fall back on the incredible amount of pity the senate will undoubtedly feel for you considering you are still a child. I mean no disrespect with that comment.

Palpatine lets Nelith think this over a moment.

PALPATINE

Personally, your majesty, I think it is worth the risk.

NELITH

I will join you, and I will be prepared to speak.

EXTERIOR: CORUSCANT-JEDI TEMPLE-DAY

The vast temple reaches high above all other buildings on the city planet.

INTERIOR: JEDI TEMPLE-COUNCIL CHAMBER-DAY

Qui-Gon Jinn and Obi-Wan Kenobi are standing before the twelve members of the Jedi Council.

OBI-WAN

…and the Naboo Princess reassured us that this being is indeed in league with the Axis. The dark side of the force permeated this man. It was like nothing I have ever experienced.

KI-ADI MUNDI

The Axis of the rim associated with the dark side?

MACE WINDU

And without us knowing.

YODA

The dark side of the force is elusive. Interesting. Very interesting this news is.

MACE WINDU

We will use all of our resources to unravel this mystery. Discovering the identity of your attacker will be of the upmost importance to this council. May the force be with you.

Neither Obi-Wan or Qui-Gon take the notice to leave the chamber.

YODA

More to say you have?

Obi-Wan and Qui-Gon share a quick look as Obi-Wan addresses the council members.

OBI-WAN

With your permission, master, we have encountered a young man who is very capable in the rudimentary elements of the force.

MACE WINDU

In what ways?

OBI-WAN

Aeronautics mostly.

YODA

What makes you feel this young man is something special, Master Kenobi? Many extraordinary pilots there are.

Obi-Wan searches for his words.

QUI-GON

The boy not only completed three circuits in what I would consider one of the most loosely regulated pod races I have ever witnessed, but he won.

MACE WINDU

And he is human?

QUI-GON

Yes.

YODA

Obi-Wan, you request he be trained as a Jedi?

OBI-WAN

Finding him was the will of the force. Without him we would not be standing before you now.

MACE WINDU

You've been looking for a way to get our attention, Kenobi. Bring him before us.

Obi-Wan and Qui-Gon both nod to the council members. They both then head for the doors as Obi-Wan gives Qui-Gon a subdued smile. Yoda and Mace Windu share an equally subdued look of interest.

INTERIOR: PALPATINE'S APARTMENT-SIDE ROOM

Bright light enters into the room from the side windows. Anakin and Artoo are both peering into Threepio's exposed midsection. Artoo has an appendage reaching into Threepio to hold wires our of the way as he keeps another appendage with a light on the end shining into the protocol droid. Anakin has a small hand held device wired to a grouping of strange cables inside See-Threepio. Artoo beeps out as Anakin begins to get a reading.

ANAKIN

Yeah, it is weird like that.

THREEPIO

What is it?

ANAKIN

It was attached to where your restraining bolt was, but it's not a slave circuit. To be honest, I'm not sure.

The door behind Anakin slides open revealing Captain Panaka. Anakin turns to the Naboo security officer.

ANAKIN

Yes, Captain?

INTERIOR: PALPATINE'S APARTMENT-POWDER ROOM

Nelith is sitting in front of a mirror wearing an elaborate dress. Her handmaidens are applying a coating of white makeup to her face and neck. The princess appears anxious to be done with the process.

NELITH

I don't know how my mother put up with this elaborate tradition day after day.

One of her handmaidens leans down to her ear.

RABE

She didn't much care for it either.

Nelith gets a sad smile as Panaka enters the room from the side.

PANAKA

Your highness, I hate to interrupt during your preparations but the boy from the desert wishes to speak with you.

Nelith looks over to the captain as Anakin comes stepping over next to him. The Princess gets up from her chair and makes her way over to Anakin.

ANAKIN

I've been summoned to the Jedi Temple, Your Highness.

NELITH

Don't you go forgetting about the promise you made me.

ANAKIN

That would be impossible.

NELITH

I wish you the best of luck, Anakin

Nelith kisses the Anakin on the cheek. He almost blushes. Nelith wipes white makeup from his cheek.

NELITH

Sorry.

ANAKIN

No, it's fine. Thank you.

Anakin bows to the Princess. She smiles and turns back to her handmaidens. Anakin looks to Panaka.

ANAKIN

Captain, would it seem rude of me to ask you to have the protocol droid checked over by someone a little more qualified than myself?

PANAKA

I'd be happy to.

Anakin seems slightly taken aback by Panaka's sincerity.

INTERIOR: PALPATINE'S APARTMENT-LOGISTICS ROOM

A pair of hands plugs a device into a computer readout. Numbers are heard crunching as the wire is seen leading from a conduit inside Threepio's midsection. Panaka is standing behind See-Threepio and the technician as Threepio looks over at the computer screen.

EXTERIOR: CORUSCANT-SENATE BUILDING-DAY

There are rows of human-esque statues outside the towering senate rotunda.

INTERIOR: SENATE BUILDING-MAIN ROTUNDA

Thousands of senators and their aides sit in the circular assembly area. Recorder droids float around the chamber as Supreme Chancellor Valorum stands at his podium situated in the center of the room.

VALORUM

The chair recognizes the senator residing over the sovereign system of Naboo.

The pod of Senator Palpatine detaches from the wall and floats down to the Chancellors podium. Inside the congressional pod is Senator Palpatine, Princess Nelith, two of her handmaidens and Artoo-Detoo.

PALPATINE

Supreme Chancellor, delegates of the senate, a tragedy has occurred in the far reaches of my sector. The conflict affecting the Outer-Rim has engulfed the peaceful planet of Naboo. The last remaining member of the Royal family has traveled here under much peril to speak of these horrific events.

Palpatine steps back allowing Nelith to the front. She looks to the senators as she gains her composure.

NELITH

The rumors that have traversed these great halls are true. An invasion was launched from the very blockade of ships that had encircled my home planet. The Axis forces murdered my parents and I do not know of what horrors have been brought to the people of my peaceful world. Something must be done or else my people, and our way of life, will be obliterated.

A human senator stands up in his pod.

DOFINE SELLER

This threat must be met sword in hand before it is given the opportunity to escalate further.

Another pod nears the podium. The representative from Malastare stands up to address the Chancellor.

AKS MOE

But what motivates this regime? Are they only holding this planet until certain demands are met?

Dofine Sellers' pod nears the others.

DOFINE SELLER

These creatures have no demands or else they would have already been placed before us. The Axis marched across every unruly inch of the Rim territories. Only those who greeted them with open arms still stand. Many of us in this very chamber spoke of the dangers of letting their organization grow unchecked. Even Chancellor Valorum spoke against us just doing nothing.

Another alien senator floats down in its pod.

ALIEN SENATOR

But what of negotiation?

DOFINE SELLER

The Chancellor sent his ambassadors to do just that. The Axis wants nothing of peace; only violence.

AKS MOE

Do we not owe our citizens a choice other than war?

VALORUM

The point of this congressional hearing is not to debate about whether to act.

Valorum rises to his feet to address the senate.

VALORUM

The point is to decide how we will act. An outer territory of our Republic has been openly attacked. The Axis has brought the war to our door and kicked it in.

MAS AMEDDA

Excuse me, Chancellor.

Their voices cannot be heard as they confer with each other in private. Palpatine stands up next to Nelith.

PALPATINE

This is when the Vice Chairman will try to convince Valorum to mediate instead of instigating. The Chairman knows that it is better when the Chancellor can unite the senate with a common purpose as opposed to turning this chamber into "us against them." These pauses have become more and more prevalent in congressional hearings since the blockade. You will see that Valorum rarely, if ever, listens. It is more important for him to push his agenda rather than allowing the senate to come to a unified solution.

Valorum is done speaking with his vice chairman as he turns back to the senators.

VALORUM

The point of this emergency session is to decide how best to deal with this amassed threat. Over a thousand years have passed since this Republic last faced an enemy of this magnitude. What action we take will affect the lives of every being in our great Republic. This is not a time for caution. This is a time for action. As senator Seller already stated, this threat to our government must be met sword in hand.

AKS MOE

My people do not deserve to be thrown into turmoil because of something happening on the other side of the Republic. We do not need to declare war. Systems near Naboo have defense forces. Outside systems can send aid as needed.

DOFINE SELLERS

What affects one of our planets affects all of our planets. We are one Republic.

AKS MOE

And what if I and other systems choose not to fight?

VALORUM

Then you will be remembered in the history scrolls as cowards.

NELITH

No.

Various senators look to the young princess.

NELITH

There is a war happening in our Republic, and while my people suffer and die I stand here and witness nothing but egotistical bickering; back and forth amongst the lot of you.

Nelith connects eyes with Supreme Chancellor Valorum.

NELITH

And you; you were elected to show humility and bring the senators of our Republic to a compromise, not throw out intimidations. You are meant to unify this great chamber, but I have little confidence that you can place your hubris aside and achieve that.

There is outcry in the senate from every direction. Vice Chairman Mas Amedda stands up as Valorum stands in shock.

MAS AMEDDA

Order.

Valorum slumps down in his chair. Palpatine guides the princess back into a seat.

INTERIOR: JEDI TEMPLE-COUNCIL CHAMBER-SUNSET

Anakin is seated in the center of the council floor. He struggles to get his legs into the meditative position. He sits in contemplation looking around the room until he finally settles on Yoda. He looks at the small Jedi master for a moment as he begins to squint at him. Yoda mimics the facial expression so Anakin squints even more.

KI-ADI MUNDI

How do you feel?

Anakin opens his eyes back up to look at the other Jedi.

ANAKIN

Cold, sir.

All of the Jedi council members share a look around the room. Anakin notices this.

MACE WINDU

That is an interesting response.

ANAKIN

What exactly do you…

Anakin gets cut off by Ki-Adi Mundi.

KI-ADI MUNDI

Your thoughts dwell on your home and your family.

MACE WINDU

You should be mindful of your thoughts.

Anakin gives off an awkward smile as he realizes these people can probably read his thoughts.

ANAKIN

I do miss home.

YODA

But also excited to leave, were you. And not yet have you doubted your decision.

MACE WINDU

You have a strong will but your mind wonders.

Anakin begins to contemplate what these strange new people are saying. Yoda gives a gentle smile to the young man.

YODA

All over the place are you, Anakin.

INTERIOR: JEDI TEMPLE-CORRIDOR

Qui-Gon and Obi-Wan lead Anakin down a large corridor. There are a handful of other Jedi milling about.

OBI-WAN

So how do you think it went?

ANAKIN

I didn't really understand any of their questions.

QUI-GON

You weren't meant to.

Anakin gives off a look of bewilderment.

ANAKIN

So what now?

OBI-WAN

We wait for the council to come to a decision.

ANAKIN

And if they decide not to train me?

OBI-WAN

Don't worry, you will be trained.

Qui-Gon pays notice to what Obi-Wan has just said.

INTERIOR: JEDI TEMPLE-HAUKVYNE CHAMBER

Qui-Gon and Obi-Wan lead Anakin into a giant chamber that stretches across the top of a mountain. The three of them make their way to where the floor meets the stone of the mountain.

ANAKIN

What is it?

OBI-WAN

This is the peak of Haukvyne; the mountain that the temple was built atop. It is of great significance to the Jedi Order.

ANAKIN

Why is that?

OBI-WAN

Because the force is unusually strong near the summit.

The three of them begin to make their way up the mountain using steps made of stone and wood. Other Jedi are in the chamber on the floor and on the mountain as Qui-Gon, Obi-Wan and Anakin reach a flat area near the top of the mountain. Qui-Gon and Obi-Wan begin to sit cross legged as they motion for Anakin to do the same.

ANAKIN

What do I think about?

OBI-WAN

The trick to meditation is not the think, but to feel. Once your mind is quite, you will feel the force. It will speak to you.

ANAKIN

What will it say?

OBI-WAN

Sometimes it will tell you exactly what you need to hear. Sometimes it will even show you.

ANAKIN

Like visions?

Obi-Wan gives off a skeptical look as he is about to answer.

QUI-GON

Yes.

Anakin and Obi-Wan both gives Qui-Gon a questioning look.

QUI-GON

I've seen many visions on this mountain. Some I would prefer to forget. Sometimes the force can reveal to you more than you're ready to hear. The drinking helps.

Obi-Wan gives Qui-Gon a look like he doesn't understand yet also, paradoxically, understands all too well.

ANAKIN

This is all very strange.

OBI-WAN

You have a long road ahead of you Anakin.

The three of them sit and meditate near the peak of the mountain where a gnarled yet lively tree grows.

EXTERIOR: CORUSCANT-DUSK

The sun is setting on the city planet.

INTERIOR: PALPATINE'S APARTMENT-DUSK

Nelith is looking out at the city as stars begin to appear in the night sky. Behind her Threepio walks over to Artoo. Panaka comes over to the princess.

PANAKA

I heard you caused quite the uproar today.

NELITH

I found myself in a room divided. The Chancellor is either unwilling or incapable of bringing them together.

PANAKA

Well if you were half as blunt with them as you are with me I'm sure they were in for quite the surprise.

NELITH

What are we going to do, Captain?

PANAKA

That all depends on what choices you're willing to make, Princess. The boy from the desert suggested I have a technician give the protocol droid another once over. The technician found something.

Nelith turns to face Panaka.

PANAKA

He's been wired to interface with the CPU's onboard the enemy cruisers. That's the anomaly Artoo-Detoo found.

NELITH

What does that mean?

PANAKA

It means he has the capability to hard link with the enemies droid control signal.

The doors to the apartment are heard opening.

RABE

Your highness?

Nelith turns to see two of her handmaidens and Palpatine entering the apartment from the foyer.

RABE

Your Highness. Senator Palpatine has been nominated to succeed Valorum as Supreme Chancellor.

PALPATINE

A surprise to be sure, but a welcome one.

Nelith gives the elderly senator a sad smile as she turns away from him.

PALPATINE

Your majesty, if I am elected this invasion will be dealt with swiftly.

NELITH

Who else has been nominated?

SABE

Bail Antilles from Alderaan and Ainlee Teem of Malastare.

PALPATINE

I feel confident our situation will create a strong sympathy vote for us.

Palpatine takes a seat.

PALPATINE

I will be Chancellor.

NELITH

I fear by the end of this coming election there will be nothing of my home that resembles the way it was save a name.

PALPATINE

I do share your concern.

NELITH

I have never doubted that, but this is your arena. And I feel I must return to mine. I'm going back to Naboo.

PALPATINE

Go back?

Palpatine stands as Nelith makes her way over to Panaka.

PALPATINE

Your Majesty, that's a suicide mission.

NELITH

I grow tired of running, senator. My planet has been occupied by ruthless creatures. My fate will be no different than that of my people.

Nelith turns to Panaka.

NELITH

Captain, call for the ship to be readied.

Panaka reaches for his communicator as he heads for the doors. Nelith motions for the handmaidens, Artoo and Threepio to follow Panaka.

PALPATINE

Princess, please stay here where it's safe.

NELITH

Safety is a luxury I can no longer afford. I must end this destructive conflict before more worlds share in the atrocities that have befallen mine. I pray you see a victory here, senator; not just for Naboo, but for the Republic.

Nelith turns and leaves the apartment as Palpatine looks on.

EXTERIOR: CORUSCANT-NIGHT

Lights from inside the temple shine brightly underneath the night sky.

INTERIOR: JEDI TEMPLE-COUNCIL CHAMBER-NIGHT

Obi-Wan Kenobi, Qui-Gon Jinn and Anakin Skywalker are standing before the council members.

KI-ADI MUNDI

The force is indeed strong in him.

OBI-WAN

He will be trained then?

The Jedi share a look. Yoda then looks at Anakin.

YODA

Young Skywalker.

Anakin faces the green Jedi master.

YODA

Funded and built by the Republic was this temple so that we Jedi could place ourselves at the heart of the known galaxy. For generation after generation, to the inner workings of the Republic, we have provided insight and support. The torch we hold guides them and keeps the shadows at bay. To hold back the darkness, a Jedi's duty it is. Require steady hands and a steady mind does this charge. To endure the task of training you to Jedi Knighthood, a Master of strong resolve would it take. Anakin Skywalker, take it upon myself will I to train you in the ways of the force.

OBI-WAN

Master Yoda, I wish to train him.

The council members and Qui-Gon all look at Obi-Wan. He realizes he has spoken out of turn.

OBI-WAN

We have been through much together.

YODA

You feel you're ready to take on an apprentice at such a young age? Not even your friend Qui-Gon has yet taken on the task. The teaching of a Jedi is of the most significant consequence.

QUI-GON

Obi-Wan is prepared. He's still very much headstrong, but he is one of the braver and more cunning Jedi I have had the pleasure of being assigned with. It would be a great service to young Anakin if Obi-Wan were to train him.

MACE WINDU

Now is not the time for this. The upcoming election is going to be a madhouse and the Princess of Naboo is returning home, which will put pressure on their enemies. This is all about to escalate.

OBI-WAN

We volunteer to go back with her.

MACE WINDU

Naboo will be a war zone.

OBI-WAN

We were there at the beginning of this; we'll see it through to the end. I also feel Skywalker would be an asset if he traveled with us.

ANAKIN

I did tell the princess that I would help her.

YODA

The bond between you, strong is it.

Yoda trails off.

OBI-WAN

When I was your apprentice I heard from you, several times, that everything important about being a Jedi is learned not from one's master, but from one's student. I ask you once more, my former Master, please allow me this opportunity to train Anakin.

MACE WINDU

Our own council will decide who is to train Skywalker.

Yoda looks at the three men standing before him.

YODA

Obi-Wan, you've always looked for ways to prove yourself. And you rarely disappoint. As the senior member of this council allow this will I. No measure of wisdom is age. Unless someone disagrees with my decision.

The other members of the council remain silent. Yoda looks to Mace Windu. Windu shows that he disagrees but is willing to follow Yoda's judgment.

YODA

As your apprentice Anakin you may take. Be careful on this mission. May the force be with you.

The three men bow to the council members and make their exit.

EXTERIOR: CORUSCANT-NIGHT

Vast amounts of traffic still travel through the city.

EXTERIOR: LANDING PLATFORM-NIGHT

Anakin is near the edge of the platform looking out at the bright city. Qui-Gon and Obi-Wan head away from the ramp of the ship.

OBI-WAN

I hope I didn't speak out of turn before the council members.

QUI-GON

Oh, don't worry Obi-Wan, you did, but I suppose they had better get used to it.

OBI-WAN

Thank you for taking my side about Anakin.

QUI-GON

Don't take what master Yoda said lightly. Training an apprentice is a heavy task. I've still yet to do it.

OBI-WAN

I always thought I was your apprentice.

Qui-Gon laughs as he pulls his flask from his robes and takes a sip.

QUI-GON

No. It would be challenging for me to decide what to teach someone and what to keep hidden. The force can grant a man great knowledge, but sometimes before he's ready.

Qui-Gon takes another sip, a longer one.

QUI-GON

Skywalker is going to be powerful.

Qui-Gon puts his flask away as Obi-Wan gives him a worried look. Anakin walks over to the Jedi as the Naboo's transport shuttle pulls up to the platform.

ANAKIN

You aren't in any trouble, are you?

OBI-WAN

No, Master Yoda usually keeps an eye out for me.

QUI-GON

Obi-Wan just has a roundabout way of following orders is all. I'm sure you'll get accustomed to it. I have.

Behind them the Princess, droids and the others exit the transport and head towards them.

ANAKIN

Yes, sir.

Anakin sees Nelith coming.

ANAKIN

What are our plans concerning the princess?

OBI-WAN

As a young pilot I'm sure you're aware of the saying, "flying by the seat of one's pants"?

The three men turn as the Princess comes up to them. The rest of her people begin to enter the ship.

OBI-WAN

Your majesty, it is our pleasure to continue to serve and protect you.

NELITH

I welcome your help. Everyone feels the Axis is out to destroy me. I'll give them their fair chance.

OBI-WAN

I assure you we will not allow that to happen.

The last of the group head up the boarding ramp into the ship.

INTERIOR: ROYAL STARSHIP-COCKPIT

Ric Olie and two other pilots get the ship fired up as Ric pulls back on the controls.

EXTERIOR: CORUSCANT

The gleaming ship pulls away from the landing platform and speeds away into the night sky.

EXTERIOR: SPACE

The Royal starship heads away from Coruscant then blasts into hyperspace.

EXTERIOR: NABOO-THEED-NIGHT

The Sith Infiltrator dips down out of the night sky settling down between buildings with the palace sitting in the distance.

INTERIOR: PALACE-HALLWAY-NIGHT

Kar Maul is making his way up the steps into the palace. He reaches the top of the steps as he meets the Neimoidian Generals. All three of them begin to walk with Kar Maul.

NUTE GUNRAY

The Princess? Did you locate her?

RUNE HACKO

With your absence we'd been forced to carry on matters with the Governor. Is she lost?

KAR MAUL

I found her on Tatooine.

LOTT DODD

So our trace was fruitful. Has she been destroyed?

Kar Maul stops as do the Neimoidians.

KAR MAUL

The Jedi proved to be far more skilled than I thought.

LOTT DODD

So your mission was a failure? The princess has undoubtedly gotten to the capital; possibly rallying support.

KAR MAUL

Do we not have complete control of the planet?

The Neimoidians are silent.

KAR MAUL

Then let them come.

Kar starts back for the entrance.

LOTT DODD

You still neglected to report this to us sooner? We put a lot of faith in you. We don't appreciate being kept in the dar…

The Sith Lord becomes extremely angry and reaches out for the Neimoidian. Lott Dodd begins to choke as Kar Maul grips his hand tighter.

KAR MAUL

I will never be forced to listen to another mutter from you, you stunted slime.

Maul chokes the life from the Neimoidian. The alien general falls to the ground. Maul turns to the other two Neimoidians. Neither of them says anything as Maul continues inside the palace.

EXTERIOR: SPACE

The Royal starship pops out of hyperspace and continues on through space.

INTERIOR: ROYAL STARSHIP-PRIVATE QUARTERS

Nelith motions for Artoo to display a holographic layout of the edge of the city. Obi-Wan, Qui-Gon and Panaka also stand around the hologram.

NELITH

The Captain and I have drawn up a plan which should immobilize the droid army. We will sneak back into the city through the secret tunnels on the waterfall side.

The tunnels are highlighted in red.

PANAKA

From there we can mount our offensive so that the pilots can get to their fighters inside the main hangar.

OBI-WAM

What about reinforcements? Not counting pilots, you have, what, forty men and women aboard this ship?

NELITH

I have the Naboo army at my disposal, Master Jedi. The communications block is only for signals leaving my dear planet. I can still send any message I damn well please. Plus, there are two among my ship now that have demolition experience.

Nelith points to a large spire near the royal hangar.

NELITH

If we knock out the base of this spire we can cut off their support hopefully long enough for us to make it upstairs to the command room, link Threepio to their signal, then wait for it to become weak enough to over ride it.

Qui-Gon motions to the top of the hangar.

QUI-GON

Once you're inside you'll be vulnerable.

NELITH

That is why we won't be wasting our time.

EXTERIOR-SPACE

The Royal Starship flies toward Naboo. Around the planet orbits one Axis war ship.

INTERIOR: ROYAL STARSHIP-COCKPIT

Ric Olie is flying the ship with Anakin seated at his side. Behind them are Obi-Wan, Artoo and Threepio.

RIC OLIE

There's only one ship on my scope.

ANAKIN

It's the droid control ship.

Threepio's stomach area begins to make a clicking sound. Artoo begins beeping as Anakin and Obi-Wan look at the protocol droid. Anakin and Obi-Wan then look to each other.

OBI-WAN

If they've only left one ship then they must be holed up down there good and tight.

RIC OLIE

You think they've spotted us?

OBI-WAN

I hope not.

EXTERIOR: NABOO-FOREST-DAY

The Royal Starship heads above the tree line, spins itself around and lowers into the forest.

EXTERIOR: NABOO-FOREST-CLEARING-DAY

Rows of pilots are sitting on tree logs; Anakin among them. Two guards are bringing over a white writing board to Panaka who is standing before the pilots with Ric Olie.

PANAKA

Right here is fine.

The guards lay the writing board down. Panaka looks to the crowd.

PANAKA

I know we have representatives here from our underground resistance forces in the city. We all know what danger you risked coming out here. Your princess thanks you. And it's good to see you.

Panaka brings a marker to the white board and begins to draw an outline of the droid control ship.

PANAKA

Now, I apologize for the crudity of this drawing. Art was never my strong subject.

Panaka finishes and turns to the pilots.

PANAKA

This ship is orbiting our planet and the signal it is broadcasting…

Panaka draws wavy lines coming from the ship.

PANAKA

…controls the enemy forces. If we weaken this signal, we broadcast a stronger command to shut down the droids.

PILOT 1

How do we go about doing that?

PANAKA

Our golden friend back there.

Panaka motions to Threepio whom is standing next to Artoo and the Princess.

PANAKA

We will hardwire him back onto the Axis droid channel and attempt to decipher our best plan of attack.

PILOT 2

We are going to know what we're doing, right?

RIC OLIE

We're going to blast the ship unmercifully until we've taken out enough of their broadcasting equipment. How we go about doing that will be coming from the ground whom we all trust to work as quickly as possible. This is our only shot at taking back our planet. Our families are counting on us.

Ric Olie motions at Nelith.

RIC OLIE

Our Queen is counting on us. Suit up.

All of the pilots begin to get up. Anakin is only wearing half of the fighter gear as he makes his way over to a stump to place his jacket on. Further into the tree line he sees Qui-Gon and Obi-Wan sitting on the forest floor meditating. Anakin looks to see Threepio.

ANAKIN

You look nervous.

THREEPIO

I fear falling victim to their ways again, Master Anakin.

ANAKIN

You're just going to be cycling us with information. You're not going to be in any danger.

Anakin looks back to the Jedi. Nelith comes over to his side.

NELITH

How can they sit there so calmly?

ANAKIN

They're speaking with the force.

NELITH

Does it guide you as it guides them?

ANAKIN

I'm no Jedi yet.

Anakin sits down and brushes crud off of his sock as he places on his first boot.

NELITH

But congratulations are still in order.

Nelith leans down and gives Anakin another kiss on the cheek.

NELITH

Master Skywalker has a nice ring to it. You be careful up there.

ANAKIN

I will be, Your Majesty.

Nelith heads away from Anakin as one of the sentry guards comes running up to her.

SENTRY

Princess.

The Sentry begins speak into the princess's ear. Nelith becomes alarmed as she then turns to everyone.

NELITH

(loudly)

We must clear away from here. The time for our attack is now.

Everyone begins gathering the last of their supplies as Anakin slips on his last boot.

ANAKIN

Come on, Threepio.

INTERIOR: PALACE-THRONE ROOM-DAY

Kar Maul is seated on the throne as Nute Gunray and Rune Haako stand before him.

NUTE GUNRAY

The patrols have reported back. The starship has been located in the swamps.

KAR MAUL

She returned with no assistance from the senate. I feel an uncharacteristic aggressiveness from her.

RUNE HAAKO

What are we to do?

KAR MAUL

Beef up security and be patient. We'll let her make the first move.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

The last two security officer close a manhole cover as the rest of the group is seen near the corner of a building. Nelith, Qui-Gon, Obi-Wan, Artoo, Threepio, Anakin and several other pilots and guards come around the side of the hangar behind the cover of foliage. They all hug the wall as two tanks come into view parked outside the hangar. There are dozens of battle droids standing around the plaza area. Nelith pulls out a small pointer and shines a red light from the device. Across the plaza Panaka is hidden as he returns a small blue light. Nelith turns back to the others.

NELITH

Now we wait.

INTERIOR: UNDERGROUND TUNNEL

A Naboo security guard goes heading away from several mounds of explosives wired to the foundation of the spire. He lays out the ignition cable as he backs away down a small flight of steps. He meets with another guard around a corner behind a pile of rubble. The second guard takes the ignition cable and plugs it into the control device. He then lifts up two switches and presses them down at the same time.

EXTERIOR: THEED-DAY

An explosion tears up and away from one side of the towering spire.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

All of the battle droids direct their attention towards the sound. Some begin to run to where the noise came from.

EXTERIOR: THEED-DAY

A massive amount of dust comes off from the spire as a few bricks give way and fall to the streets.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

From around the building Nelith can see the spire off in the distance as it wavers slightly.

Nelith

We only have one chance at this. Come on.

EXTERIOR: THEED-DAY

A massive piece of the spire's foundation gives way and the tower begins to come down. The giant structure heads down through the air and then comes into contact with the city street as the top of it lands in an adjacent river.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

Panaka motions for the attack to begin. A speeder with a mounted blaster appears amongst the security troops. The speeder aims itself at one of the tanks and fires a shot. The shot hits the tank causing the craft to explode. A dark plume of smoke reaches into the sky.

The battle droids and Naboo guards begin to open fire at each other. Nelith and her group move along the wall toward the hangar entrance. Both of the Jedi ignite their lightsabers. One droid starts to fire at them and Obi-Wan cuts him down. The battle continues as Nelith activates the hangar door and everyone heads inside. The second tank gets taken out with another shot from the speeder as Naboo forces head for cover.

INTERIOR: NABOO PALACE-THRONE ROOM-DAY

Nute, Rune and Maul are standing before a viewscreen showing the battle.

KAR MAUL

What does she hope to accomplish with this? They are impossibly out numbered.

NUTE GUNRAY

They're focusing on the hangar. Reports say the Jedi have returned with the Princess.

KAR MAUL

I will deal with the Jedi myself.

Maul begins to head away as the Neimoidians look back at him.

RUNE HAAKO

What are we to do with the others?

Maul turns to face them.

KAR MAUL

Wipe them out… All of them.

INTERIOR: ROYAL HANGAR

The Naboo come blasting into the occupied hangar catching the enemy droids off guard. Nelith and the Jedi lead the assault as the princess turns to her pilots.

NELITH

Get to your ships.

The pilots all begin to climb into their craft as Anakin makes his way into his. Artoo rolls underneath the ship and gets pulled up into the droid hold by antigravity coming from the ships bottom. Anakin gets to the cockpit as Artoo beeps at him. Anakin gives the little droid a quick funny look and then continues into his cockpit.

Ships begin taking off and heading out of the hangar as the battle rages on. More and more droids get taken down by the storming Naboo forces.

EXTERIOR: NABOO-ROYAL HANGAR-DAY

As the Naboo starfighters head out of the hangar a parked tank fires on them. The tank hits one of the ships as it spirals down into the grass plain below and explodes.

INTERIOR: ROYAL HANGAR

The Naboo troopers duck as another starfighter passes above them.

INTERIOR: NABOO STARFIGHTER

Anakin closes his cockpit as he looks out to see the Princess fighting. Then three destroyer droids roll into the hangar, go into walking mode, turn on their shields and begin firing.

INTERIOR: ROYAL HANGAR

The Naboo forces take cover behind whatever they can find as the destroyer droids hit them with continuous fire. Then one of the starfighters begins to fire at the destroyer droids. One gets blasted then another. Nelith and the Jedi look up to see that the pilot is Anakin.

INTERIOR: NABOO STARFIGHTER

Anakin continues to fire as Artoo beeps behind him. He finally hits the last destroyer droid then shoots out of the hangar.

INTERIOR: ROYAL HANGAR

The battle is close to ending as Anakin's ship is seen climbing into the Naboo sky.

EXTERIOR: NABOO-CLOUDS

Anakin's fighter heads toward space through the clouds.

INTERIOR: ROYAL HANGAR

The last of the battle droids are destroyed as Panaka and his group come into the hangar from a side entrance. Nelith looks over to him.

NELITH

It's in our pilots hands now. We need to get to the command room.

Threepio looks at the princess as they head for the doors. Just then the doors open to reveal Kar Maul. He looks up as him and Nelith connect eyes. The two Jedi then get in front of the princess.

OBI-WAN

We'll handle this.

Nelith goes off in another direction as the rest of the Naboo follow them. Kar Maul removes his hood then takes off his outer robe as the two Jedi do the same. Maul pulls out his double ended lightsaber and ignites both blades. Qui-Gon and Obi-Wan ignite their lightsabers and the three opponents engage in an incredible lightsaber fight.

INTERIOR: ROYAL HANGAR-COMMAND ROOM

There are various readout screens and maps that are all turned off. The Princess leads the others into the room followed by Panaka and Threepio.

NELITH

I want these monitors on, and get the protocol droid hooked up. I want to speak with our pilots as soon as possible.

The equipment begins to get turned on as two technicians grab Threepio and hook a large cable up to his midsection. Nelith leans on a monitor as it switches on. Panaka comes and stands beside her.

EXTERIOR: SPACE

The Naboo starfighters head away from the planet toward the control ship as dozens of vulture droids begin expelling from the main hangar bays.

INTERIOR: NABOO STARFIGHTER

Ric Olie is piloting the head fighter.

RIC OLIE

Fighters straight ahead.

INTERIOR: NABOO STARFIGHTER

A female pilot is flying the ship.

PILOT

Roger, Blue Leader.

INTERIOR: NABOO STARFIGHTER

ANAKIN

Roger, Blue Leader.

EXTERIOR: SPACE

Fighter from both sides open fire on each other around the droid control ship.

INTERIOR: ROYAL HANGAR

The fierce sword fight has moved into the center of the hangar. Kar Maul moves with incredible agility, outmaneuvering the two Jedi. The Sith Lord kicks Qui-Gon to the ground and proceeds to the door using the force to hurtle a broken battle droid head at the controls to open the door to the generator room. Obi-Wan follows after him as Qui-Gon regains his footing. Obi-Wan continues the fight as Qui-Gon jumps back in as well.

INTERIOR: GENERATOR ROOM

The three opponents fight as they make their way to a control board. Kar Maul leaps backward onto the main walkway. The Jedi leap after him in pursuit.

EXTERIOR: SPACE

The battle is continuing as various fighters explode around the massive control ship.

INTERIOR: NABOO STARFIGHTER

Anakin listens to the chatter.

PILOT

(over headset)

There are a lot of conning towers on the rear.

INTERIOR: NABOO STARFIGHTER

RIC OLIE

We're waiting on confirmation from the ground.

INTERIOR: ROYAL HANGAR-COMMAND ROOM

All of the monitors and readout screens are switched on.

NELITH

I want every bit of information we're getting sent to those pilots. They're fighting blind up there.

Technicians get to work at the computer stations as Threepio sits and watches. Panaka comes back over to the Queen.

PANAKA

There were heavy guns in the store room, Your Highness. I've sent men to fortify the hangar.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

Through a viewfinder a dozen or so broken battle droids litter the empty streets. The Naboo guard lowers the viewfinders as several other men set up heavy cannons near the front of the hangar. Everyone keeps looking around waiting for droid reinforcements to arrive.

EXTERIOR: SPACE

The fighters continue to engage one another.

INTERIOR: NABOO STARFIGHTER

RIC OLIE

We're getting readouts.

Ric Olie's readouts start to show the giant satellite dishes on the sides of the control ship.

RIC OLIE

Primary targets are the signal dishes along the arms.

INTERIOR: NABOO STARFIGHTER

Anakin is listening.

RIC OLIE

(over headset)

Upper and lower.

Anakin dips his ship down toward the nearest dish.

EXTERIOR: SPACE

Anakin speeds down toward the dish and fires off two torpedoes. The torpedoes come in contact with the dish and explode.

INTERIOR: NABOO STARFIGHTER

Anakin spins his ship around to look at the dish. As the smoke clears he can see only a large crack down the middle of the dish.

ANAKIN

Not a lot of damage, Blue Leader. This is going to take some heavy firepower.

EXTERIOR: SPACE

A vulture droid sees the damage Anakin has done and begins to fire at him from the rear.

INTERIOR: NABOO STARFIGHTER

Artoo begins chirping out in madness as blaster bolts scream past Anakin's fighter.

EXTERIOR: SPACE

The vulture droid comes down on Anakin's rear firing heavily on him.

INTERIOR: NABOO STARFIGHTER

Anakin does a barrel roll and slows down causing the enemy ship to shoot out in front of him. Anakin's screens show he has a lock and the young man begins to fire. The vulture droid explodes as Anakin heads past the wreckage.

INTERIOR: GENERATOR ROOM

The lightsaber battle continues on the small catwalk near the bright energy beam stretched up from the bowels of the generator room. Kar Maul kicks Obi-Wan off the ramp and the young man falls several levels downward. Obi-Wan catches himself on the edge of the catwalk as his saber handle lands near him. Qui-Gon backhands the Sith Lord and he falls down to a level above Obi-Wan. Qui-Gon proceeds after him. Maul and Jinn make their way down the catwalk toward a small access hallway. Obi-Wan pulls himself up and looks up to see his master dueling the Sith. Obi-Wan leaps up to their catwalk and starts running toward them.

INTERIOR: GENERATOR ROOM-ACCESS HALLWAY

The Sith Lord, followed by Qui-Gon, enter the long hallway filled with a series of protective ray shields that go on and off in a pulsing pattern down the corridor. Maul makes it down between the last two as the ray shields kick on. Qui-Gon is in the neighboring section. Obi-Wan runs up to the outer most ray shield as he catches his breath. He becomes impatient and begins pacing, waiting for the walls to dissipate. Qui-Gon lowers himself and begins meditating as Kar Maul looks at him and begins showing his teeth.

EXTERIOR: THEED-DAY

Large pieces of stone and debris get thrown into the air as four large MTT's come barreling over the top of the spire wreckage. The floating troop carriers carry on into the clearing of the street and then halt.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

The Naboo troops hear the echo of the large carriers. Various men run from one fighting location to another. The leader of the group signals for two men in a speeder to investigate. The gunned speeder speeds away from the defensive position.

EXTERIOR: THEED-DAY

The MTT's open up their front hatches and deploy racks filled with folded up battle droids. The racks lower to the ground as row after row of battle droids extend out to the sides and are then lowered to the ground. The racks fold back up and are pulled back into the ship as the battle droids all begin to activate. The droids stand upright one after the next and go for their weapons.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

Blaster fire can be heard. The gunned speeder can then be seen heading across the courtyard firing back as it gets shot at by droid forces. Then dozens of battle droids come running into the courtyard and begin firing toward the hangar. The Naboo guards begin firing back with rifles and heavy gun placements.

EXTERIOR: ROOFTOP-DAY

Three Naboo security officers charge and throw grenades down at the droid forces. The grenades come into contact with the droid infantry and explode with electric energy. The heavy artillery continues to gun down battle droids.

INTERIOR: ROYAL HANGAR-COMMAND ROOM

Panaka walks over to Nelith.

PANAKA

Our troops outside have engaged the enemy.

NELITH

Let us hope they buy us some time.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

The Naboo soldiers' trade blasts with the battle droids as the robots begin to take defensive positions.

EXTERIOR: SPACE

A group of Naboo starfighters are headed for a conning tower on the rear of the control ship. The tower is sparking large amount of electricity. Heavy blasters fire at the tiny ships.

INTERIOR: NABOO STARFIGHTER

Anakin pilots the ship as the fighter next to him gets hit by enemy fire.

INTERIOR: NABOO STARFIGHTER

The pilot yells out as his ship explodes around him.

INTERIOR: NABOO STARFIGHTER

Anakin jerks his head away from the quick flash of light. Ahead of him a group of vulture droids come at them firing. Anakin fires back as him and another ship take down two of them.

INTERIOR: NABOO STARFIGHTER

RIC OLIE

Within range. Fire.

EXTERIOR: SPACE

Three of the starfighters release torpedoes. The rockets make contact with the base of the tower and explode. Various other explosions reach out from the entire structure as the Naboo starfighters head past.

INTERIOR: NABOO STARFIGHTER

As Anakin pulls away from the massive Axis warship he can see another one of the giant signal dishes explode.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

The struggle between the Naboo security officers and the battle droids continues as members on both sides are shot down.

EXTERIOR: ROOFTOP-DAY

Naboo guards are firing down on the droids as another one throws a grenade at them.

EXTERIOR: THEED-DAY

ATT's comes gliding over the pathways the MTT's made.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

As the Naboo soldiers fire on the droids the hover tanks work into the fray and begin firing.

EXTERIOR: ROOFTOP-DAY

One of the guards throws a grenade down at an ATT. He hits the tank and a charge of electricity is expelled.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

The ATT recovers from the blast and proceeds to aim up at the building. The men can be seen fleeing as it fires up at the building and blows a hole through the side and top.

Guards are firing heavily on the advancing enemy droids as another ATT comes near from another direction. The men see it and begin to run off as they fire at it. The ATT fires at them as they flee. One of the blasts makes contact with the hangar and takes out a section of wall.

INTERIOR: ROYAL HANGAR

The war can be heard outside as several battle droids come into the hangar through the collapsed wall and head off elsewhere.

INTERIOR: ROYAL HANGAR-COMMAND ROOM

Nelith is looking over the instruments.

RIC OLIE

(over speaker)

The shields are still too strong.

PILOT

(over speaker)

Why isn't the signal fading?

Panaka comes up to the Princess.

PANAKA

We have not fared well outside, Your Highness.

Nelith looks at Panaka. Suddenly blaster fire is heard outside. Nelith, Panaka and others including Threepio look toward the entry door.

INTERIOR: ROYAL HANGAR-STAIRWELL

The battle droids are on the steps firing at the sentries at the top of the stairs. Both of them get taken down as the dozen or so battle droids go up further.

INTERIOR: GENERATOR ROOM-ACCESS HALLWAY

The ray shields are still activated as Qui-Gon sits meditating. Away from them Obi-Wan activates his lightsaber. The red walls then begin to deactivate. Qui-Gon strikes at the Dark Lord with a ferocity not seen before. Obi-Wan is still waiting impatiently as his wall finally deactivates. The young Jedi runs full sprint toward Qui-Gon his opponent.

INTERIOR: GENERATOR ROOM-READOUT POST

Obi-Wan gets stopped yet again by the last ray shield as he is forced to watch helplessly as his friend engages Kar Maul around the seemingly bottomless pit of the readout post. The two opponents carry on with their lightsaber battle as Obi-Wan, frustrated, is forced to observe. All of a sudden Kar Maul catches Qui-Gon off guard. He bashes his lightsaber handle into Qui-Gon's chin then, in a quick move, runs his glowing blade through the Jedi's chest. The elderly Jedi disappears as his robes fall to the floor along with his lightsaber

OBI-WAN

(yelling)

No!

The Sith Lord pulls his blade away as he examines the Jedi's discarded clothing in curiosity. He then turns to Obi-Wan who is looking at the robes in confusion. Obi-Wan looks up at Maul vengeance in his eyes. Kar Maul walks right up to the ray shield with a smile on his face. Obi-Wan maintains eye contact with him.

INTERIOR: ROYAL HANGAR-COMMAND ROOM

An explosion goes off at the door which shakes the command room. Threepio gives a startled look. Panaka is standing by the door as he looks over at Nelith.

PANAKA

This door won't hold up to another blast like that.

Nelith is extremely worried.

INTERIOR: ROYAL HANGAR-CORRIDOR

The battle droids are already preparing another charge.

EXTERIOR: SPACE

A Naboo starfighter is racing along the edge of the bridge sphere on the droid control ship.

INTERIOR: NABOO STARFIGHTER

Anakin is piloting the ship as he is fired on by vulture droids.

EXTERIOR: SPACE

Anakin cuts off to his right as he races for the bridge section atop the sphere. He fires off a torpedo that impacts and explodes. As the vulture droids fly through it they get hit by debris and spin off in all different directions. Anakin flies off toward the rear of the ship as he passes through the conning towers which still stand.

INTERIOR: NABOO STARFIGHTER

Anakin spins his ship back around to face the way he came.

RIC OLIE

(over headset)

Blue Squadron…

INTERIOR: NABOO STARFIGHTER

RIC OLIE

…no need to be stingy with your armaments.

INTERIOR: NABOO STARFIGHTER

Anakin sees another fighter take a shot at a conning tower. Almost no damage is done. The young man looks around the battle.

ANAKIN

(to himself)

This is taking too long.

(to Artoo)

Artoo, can you patch into Threepio's signal?

The astromech beeps a reply.

ANAKIN

Is there any way to lower their shields.

Artoo beeps a second reply. His response comes over Anakin's instruments.

ANAKIN

You can't input an order onto the signal. Of course not, that would be too easy.

Anakin looks out to see a group of five vulture droids enter the main hangar.

ANAKIN

Can you find the fighter refueling charts?

Artoo beeps a positive reply.

ANAKIN

Then let's find an opening.

Artoo beeps out excitedly. Anakin throws his fighter into full thrust.

EXTERIOR: SPACE

Anakin puts his ship along the interior horizontal axis as his ship gains more speed. The heavy turrets around him fire off crazily.

INTERIOR: NABOO STARFIGHTER

Anakin races across the surface of the control ship.

RIC OLIE

(over headset)

Blue Nine; Skywalker, what are you doing?

ANAKIN

I got an idea, Blue Leader.

INTERIOR: NABOO STARFIGHTER

RIC OLIE

I'm all ears at this point.

INTERIOR: NABOO STARFIGHTER

ANAKIN

Oh' you'll see in a moment.

EXTERIOR: SPACE

Anakin reaches the end of the docking arm as he flies between the two mammoth hangar entrances. Artoo squeals out in excitement.

INTERIOR: NABOO STARFIGHTER

A barrage of laser fire heads past him and right as he reaches the hangar entrance a group of vulture droids come flying out. Anakin grips his controls as the five droid fighters fly past him.

INTERIOR: DROID CONTROL SHIP-MAIN HANGAR

Anakin's ship streaks through the hangar.

INTERIOR: NABOO STARFIGHTER

The inside of the ship streaks past Anakin's cockpit.

RIC OLIE

(over headset)

Skywalker, I don't know how, but you did it.

ANAKIN

Well don't open any champagne just yet. I'm flying by the seat of my pants here. To be honest I'm not quite sure I was expecting that to work.

Artoo beeps out.

INTERIOR: DROID CONTROL SHIP-MAIN HANGAR

Anakin's fighter continues on through the hangar.

INTERIOR: GENERATOR ROOM-READOUT POST

Kar Maul is walking back and forth in front of Obi-Wan in anticipation for their fight.

OBI-WAN

The man you just killed was a good friend of mine.

KAR MAUL

You'll be rejoining with him shortly.

OBI-WAN

You should know I'm always looking for new ways to impress my bosses. I'm not going to have any problem gutting you like a fish.

This catches Kar Maul slightly off guard. Obi-Wan then ignites his lightsaber a second before the laser wall shuts down. Obi-Wan rushes at the Sith Lord. Kar Maul flashes his weapon on and the two combatants begin to trade blows. They both fight with a determined intensity. For a moment Obi-Wan gains the upper hand and slices Kar Mauls saber in two leaving only one blade as they other hits a computer station and explodes in sparks. Maul regains his footing and the two keep on. The Jedi and Sith eventually lock sabers. Maul pushes Obi-Wan away then uses the force to knock him over backwards down the pit in the center of the room. The young Jedi grabs hold of a nozzle a few meters from the top as Maul walks over to the edge. The Sith kicks the young Jedi's lightsaber down into the pit. Obi-Wan watches helplessly as it clatters and clangs against the walls of the pit and then fades into obscurity.

INTERIOR: NABOO STARFIGHTER

ANAKIN

Artoo, find me the strongest power reading.

EXTERIOR: NABOO STARFIGHTER

Artoo beeps out as the hangar passes by in a blur.

INTERIOR: ROYAL HANGAR-COMMAND ROOM

The door blows open. Everyone goes for cover as the battle droids begin filing into the room. Threepio sits anxiously as battle droids pass around him.

BATTLE DROID

Everyone where I can see you.

The unarmed technicians begin to raise up slowly. Nelith sees her armed guards going for their blasters. She stands up quickly before any of them can make a move.

NELITH

Lower your weapons. They win this round.

Panaka stands up and hands his weapon off to a battle droid apprehensively. He notices the lead droid point his blaster at the princess for a moment.

BATTLE DROID

No one move.

The droid points his weapon at the princess again. Panaka quickly steps in front of her. The droid quickly snaps at the captain and fires a shot into his chest. He slumps down in a heap as Nelith stands wide eyed. She wants to bend down to him but the droid shoves his blaster rifle in her face.

INTERIOR: NABOO STARFIGHTER

Anakin pilots his ship through the hangar as it opens up into a massive generator area.

INTERIOR: DROID CONTROL SHIP-REACTOR CORE

The ceiling is lined with massive pipes stretching from the center sphere into the rear of the ship.

INTERIOR: NABOO STARFIGHTER

ANAKIN

How many rockets left, Artoo?

Artoo beeps at Anakin.

ANAKIN

Oh, then one will have to do.

Anakin pulls back on his stick. The torpedo is seen flying from the front of his ship. It heads upward and smashes into one of the massive pipes.

INTERIOR: DROID CONTROL SHIP-REACTOR CORE

There is a large explosion that is quickly sucked upward as Anakin passes underneath it.

INTERIOR: NABOO STARFIGHTER

Anakin looks up to witness a wicked chain reaction taking place. He then looks around for a moment waiting for something to happen. Colossal explosions begin to reach down from the ceiling.

ANAKIN

Whoa.

EXTERIOR: SPACE

Various explosions reach out from the neck of the ship.

INTERIOR: NABOO STARFIGHTER

Ric Olie is looking down at the control ship is amazement.

PILOT

(over headset)

It's blowing up from the inside.

PILOT

(over headset)

Skywalker hit the reactor.

EXTERIOR: SPACE

More explosions rip outward from the neck of the ship.

INTERIOR: DROID CONTROL SHIP-MAIN HANGAR

Anakin's fighter races toward the end of the hangar as the walls explode all around him.

INTERIOR: NABOO STARFIGHTER

Anakin dodges the huge plumes of flame that reach out at him as he begins to grit his teeth. He can finally see the end as he notices the hangar doors are shutting. Artoo begins to beep out worriedly as Anakin gets wide-eyed.

INTERIOR: DROID CONTROL SHIP-MAIN HANGAR

The doors continue to close. Anakin gets closer and closer. Then as the doors reach each other the left side erupts in flame and breaks loose.

INTERIOR: NABOO STARFIGHTER

Anakin shows great surprise.

EXTERIOR: SPACE

Several Naboo fighters go racing past the hangar entrance firing heavily onto the door as it rips away from the hangar opening. Anakin's fighter comes screaming out of the narrow opening.

INTERIOR: NABOO STARFIGHTER

A pilot is looking out at the control ship.

PILOT

Blue nine out of the main hold.

INTERIOR: NABOO STARFIGHTER

Behind Anakin the control ship is becoming more unstable.

EXTERIOR: SPACE

The Naboo fighters hurry away from the ship as the top of it explodes, obliterating the conning towers. The neck erupts in flame as well which causes the main orb to separate from the rest of the ship. The engines then all explode.

INTERIOR: ROYAL HANGAR-COMMAND ROOM

All of the droids collapse. The Naboo all share looks of relief as Nelith bends down to Captain Panaka.

NELITH

Thank you, Captain

Nelith stands up and looks around the room. She then glances at Threepio who is slumped in his seat as well. Nelith looks at him with sadness.

EXTERIOR: THEED-HANGAR COURTYARD-DAY

The war machines have stopped in their tracks as the droids stand in the courtyard like statues. Naboo soldiers are weary as they peek from behind cover to look at the droids. One of the droids falls over as others follow. One falls to the feet of a soldier. He starts laughing hysterically.

INTERIOR: NEIMOIDIAN SHUTTLE

Nute Gunray and Rune Haako are in a shuttle that is lifting away from Theed.

INTERIOR: GENERATOR ROOM-READOUT POST

Kar Maul stands above Obi-Wan hitting the rim of the pit with his saber so that sparks fly down at the Jedi. Obi-Wan keeps his hold on the nozzle as Maul continues giving him an evil grin. Obi-Wan then concentrates as he looks in the direction of where Qui-Gon was slain. Maul gives the young man an inquisitive look as Obi-Wan suddenly throws himself out of the pit and uses the force to call Qui-Gon's dropped lightsaber to him. Maul lashes out at him as Obi-Wan slices at the Dark Lords midsection. Obi-Wan flips over the top of him and lands as Maul turns to look at the Jedi. He gives him a confused and painful look as he falls over backward.

INTERIOR: PIT

Kar Maul, Dark Lord of the Sith, topples down into the dark recesses of the generator pit as his two separated halves disappear into the abyss.

INTERIOR: GENERATOR ROOM-READOUT POST

Obi-Wan deactivates his lightsaber as he walks over to Qui-Gon's discarded robes. The young Jedi picks up the clothing with a longing gaze wrapped with a hint of confusion. Obi-Wan tosses them into the pit.

EXTERIOR: NABOO-GRASS PLAINS-DAY

The Naboo starfighters land in the open grass as the city sits perched in the distance. All of the pilots are cheering as Anakin gets out of his fighter and climbs down to the grass landscape. Artoo lowers down and comes over beside him. Ric Olie makes his way over to the young man.

RIC OLIE

That was either a helluva lot of talent or a helluva lot of luck, son.

An open top speeder comes pulling up to the parked fighters. Ric Olie backs away from Anakin as Nelith and Obi-Wan get out of the speeder. Inside the still deactivated See-Threepio rests in the backseat. Nelith rushes up and hugs Anakin. They pull away from each other smiling hysterically.

OBI-WAN

A bit more exciting than racing pods?

ANAKIN

I don't know if exciting is the word I'd use.

Artoo lets out a saddened beep. Anakin too looks inside the back of the speeder to see Threepio.

ANAKIN

Is he going to be okay?

NELITH

His memory processor fried when the signal went down. He didn't much care for being aligned with the enemy. He deserves a fresh start.

ANAKIN

Don't worry, Artoo, we can fix him.

Anakin goes with Obi-Wan and Nelith back toward the speeder.

EXTERIOR: NABOO-PALACE SQUARE-DAY

A parade of Naboo soldiers are marching in the square toward the palace steps. Thousands of Theed citizens celebrate along the streets as the soldiers play fanfare. Atop the steps leading into the palace are Nelith, Anakin, Obi-Wan, Artoo-Detoo, See-Threepio and every man and woman that fought in the previous battle. The parade comes to a halt at the base of the great palace steps. Acrobatic dancers begin to perform. On the steps Nelith puts her arms around the shoulders of Obi-Wan and Anakin who are to either side of her. The cheering becomes louder and everyone is in smiles.

FADE OUT

THE END


End file.
